The Fall of Man
by Sub-Zero MKA
Summary: "From this moment on, the human race has forfeited its right to sovereignty over this planet. Your time is up." After the events of In Shadows, the world is in complete disarray, and Ultron has taken advantage. Part V of The Masters AU. Rated for language.
1. Bringer of Peace

_**A/N: **__Here we go with Part V. As usual, if you haven't read parts I-IV - that being The Masters, Requiem of Heroes, Ghosts, and In Shadows, do that before reading this, as certain parts of this story won't make any sense otherwise. Anyway, enjoy! _

_**The Fall of Man**_

_**Bringer of Peace**_

**The Triskelion – 9:20 AM**

_**"Oh, but I am helping, Agent Hand. I'm giving humanity the peace it has earned. In my year and a half of observation, I have determined that there is but only one path to peace. Your extinction."**_

Victoria backed way, barely able to stand on her violently shaking knees. She tried to speak, but her mind was racing too quickly to form any kind of coherent thought. Besides that, she didn't think there was anything she could say to convince him not to kill anyone.

She continued to back away until her back touched the wall unexpectedly. She shuddered and jumped forward, then followed the wall until she reached the door.

Behind Ultron, a timer started. It read two minutes, fifteen seconds. She could only imagine that it was a bomb timer, and the glass with the red substance inside was a bomb. A big bomb that looked like it could destroy the entire building.

_**"You should run."**_

With no further delay, she sprinted out of his quarters. The soles of her flats scuffed against the tile floor until she reached the elevator. "Come on. Come on!" she urged, her slender finger frantically pressing the call button as though it would somehow make it arrive sooner. The doors opened seconds later and she flung herself inside and punched the button to close the doors. "Atrium."

Her voice was shaky, her knees doubly so. She prided herself on keeping cool under pressure. It was why she was named Director of the Hub by Fury and Deputy Director. Heck, it was one of the reasons she thought working for Stark Industries was a good idea.

She always kept cool. But then, her life wasn't in jeopardy like it was right then.

_What happened? Why is this suddenly happening? _

It did seem like a sudden change, but in hindsight, it shouldn't have been all that surprising. Ultron didn't seem to particularly care for humans, if his conversations with Trent were anything to go by. Still, it was a lengthy leap from not caring for someone and wanting to kill them. More so to commit genocide. Global genocide.

"Oh God." The doors opened on the ground floor of the Triskelion and she ran out, then slid to a stop. In her haste, she had forgotten that a first bomb had went off. It went off in the atrium. Over two dozen bodies were scattered across the floor around the blackened scorch marks where the bomb must have went off. It didn't take a genius to tell that they were dead.

More dead agents on a day where so many lost their lives already.

Her hand reached along the wall and ripped the fire alarm lever down. If there was anyone else left anywhere in the building, they had to get out and fast. There was no time to warn them any other way.

She ran out of the front entrance and toward the parking garage. How much time did she have? Enough to hot-wire a car and drive away? There was a bright red flash from the R&amp;D section that blew the windows out.

Alright. That answered her question. Not long, and no. She took a detour and headed for the bridge. She wasn't going to make it all the way across, but if she could just get far enough away, then that would be okay.

A loud groaning noise trembled from the building. The ground beneath her began to quake, as though it was an earthquake. The bridge started to buck up and down like waves in an ocean. "What the hell was that thing?"

She ran as fast as her legs could manage, but it didn't feel like it was fast enough.

The trembling grew more violent, nearly knocking her off her feet. She managed to barely keep her balance, but her progress was slowed down significantly.

On the other side of the bridge, she could see a vehicle coming toward her. Her arm waved in the air to flag it down. "Hey! Go back! Go ba–"

First, a deafening roar thundered from somewhere inside the Triskelion. Then, the ground was pushed upward by a wave of red light that tore through concrete, earth and steel with the same unrelenting ferocity. Victoria was lifted into the air and sailed close to a hundred feet further down the bridge. Her body skipped along the pavement like a rag doll until she rolled to a stop two hundred feet away. Her arm was bent at an awkward angle and her face was scratched and bleeding, but she was still breathing.

Pieces of the Triskelion that weren't vaporized in the explosion rained down on the area. There was barely anything left, just a small piece of the north face and the foundation.

The SHIELD vehicle screeched to a halt just feet from where Victoria landed, and Coulson jumped out and ran over to her. He checked her pulse and sighed when he felt one, albeit weak. "She's alive," he announced to Hill.

"Come on. We have to take her back to base." Hill held the door open for him as he carried her inside and carefully placed her down on the back seat. Hill jumped in on the other side to carefully stabilize her head in case it was broken. "It had to have been Hydra. A failsafe in case Insight failed," she posited.

Coulson didn't respond until he turned around and headed the way they came. "Maybe." A lone figure burst out of the wreckage and rocketed skyward. "What was that?"

"Something's in the sky?" Several more objects flew up next to it, until the group numbered in the thirties. "It's Ultron."

"Yeah, I heard he was here. Maybe he's going to take care of Hydra."

"We can only hope."

Above them, one of Ultron's drones handed him a smaller version of the bomb he used to destroy the Triskelion. He examined it carefully, and then, once determining that it was to his liking, rocketed off into the horizon. His drones followed after him. Their simultaneous departure sounded like a boom of thunder.

"Sucks to be Hydra right now," Coulson snickered.

* * *

**9:30 AM**

Fury's base, with Hydra no longer being a threat, was devoid of life. Coulson sighed and placed Victoria down on the table. "Is medical knowledge of any sort anywhere to be found on your résumé, Maria?"

Maria opened a first aid kit and dabbed Victoria's facial wounds with hydrogen peroxide. "No. But, I know enough to do something. And I think her arm's broken."

He grimaced and flitted around the room to gather materials to make a makeshift splint. "Won't be pretty, but it'll do until we can get her to a hospital." Luckily, he had plenty of experience tending to wounds like these.

As he was wrapped her arm in medial gauze, his phone beeped. "Coulson."

_"Coulson, it's Fury. Where are you?"_

"I'm at the hideout. Hydra just destroyed the Triskelion and Victoria got caught up in the explosion."

_"Just heard from Carter. The Hub, Treehouse, Fridge, Raft, Sandbox, every damn facility we have was destroyed."_ Fury sounded grim. He always sounded grim, but this time especially so. _"From the sound of it, it was a synchronized attack."_

Coulson finished wrapped Victoria's arm and secured the gauze with medical tape. "It's gotta be Hydra. They had access to all of SHIELD's facilities and they're the only ones that can orchestrate something on this magnitude."

"Plus, Viper's vindictive enough to salt our wounds after we kick her ass," Hill added. She cleaned the large gash on Victoria's forehead, and noticed that she was beginning to stir.

_"That's what it sounds like."_ Fury didn't sound very convinced.

Coulson narrowed his eyes and took a glance at Hand. "Sir, any chance it _wasn't_ Hydra?"

_"A big chance. They had Insight __and__ Ultron. There was no reason for them to think that they would lose, especially when they had the drop on us. Unless Viper is as paranoid as I am."_ Coulson didn't think that was possible. _"I'll look into it when I get to Europe tonight. I'll get in touch later."_

Coulson nodded and ended the call. "If it wasn't Hydra, then who? AIM?"

"The Brotherhood?"

"Dr. Doom is back, maybe?"

"Aliens?"

They both quickly dismissed that idea. "I've had my fill of hostile aliens for a lifetime." Coulson tapped the table in front of him, then back away when he heard a soft moan. "Victoria?"

"Ugh, where am I?" She tried to sit up, but Maria gently forced her back down.

"At Fury's hideout. We were just about to take you to a hospital to have your wounds treated," she said softly. "How are you feeling?"

"Like shit." She reached up to rub her head, then suddenly shot up. "Ultron!"

Maria pressed her hands on her shoulders to push her back down. "It's fine. He left to go handle whoever destroyed the SHIELD facilities."

"Destroyed the… all of them were destroyed?" She still sounded dazed and out of it. Possible concussion. Unsurprising, given her rough tumble.

"Every last one of them, according to Fury." She stepped back and pulled out her phone, presumably to call the nearby SHIELD run hospital. Hopefully, it hadn't also been destroyed in the attack.

"Ultron will handle it. Whether it's Hydra, AIM or whoever, he can handle it," Coulson said gently.

"Handle it?" she questioned incredulously. "He's the one that did it."

Maria and Phil shared the same look of disbelief? "What?"

"He's the one that destroyed the Triskelion. I can only assume that he did the same for the other facilities." She tried to get up for a third time, and this time, Hill didn't stop her.

"How? Why? Last I checked he was on our side, or SHIELD's side. I don't know. But he wouldn't have destroyed SHIELD just like that, right?"

Victoria stood shakily and winced when her back stretched too quickly. "He said that he wanted to kill us so the world could have peace."

Coulson frowned, clearly confused. "Wait. Kill SHIELD?"

She looked at him. "No. Everyone."

* * *

**UN American Headquarters, New York, City – 4:30 PM**

It had been several hours since SHIELD's data had been dumped on the Internet and it was revealed that Hydra had been a part of it for over seven decades. That alone was more than troubling. What was more, it was revealed that the World Security Council played a pivotal role in not only the ascension of the Masters of Evil and the deaths of the Avengers, but also the deaths of all but seventeen American superheroes.

The Council was an offshoot of the United Nations, so their being corrupt raised serious questions about the UN's integrity. For this reason, it assembled in an emergency meeting that afternoon to discuss when and if they were going to assign another Security Council, and if they were going to support another iteration of SHIELD.

The floor was split almost right down the middle after the initial vote prior to discussion. Of all 193 members of the General Assembly, it was ninety-six for and ninety-seven against. To close to decide one way or the other, but it did show that the level of trust in SHIELD had plummeted. Those that voted to rebuild SHIELD only voted so because there were only twenty-seven superheroes in the US, including the space-bound X-Men and Fantastic Four. There was no way they were going to be able to handle hundreds of supervillains spread out across the country.

The world needed something to act as a buffer between the villains and civilians. It was obvious to everyone that the militaries weren't the answer. They needed some kind of response team. Among the options discussed was that of Ultron. This gained the most verbal support. Even those that weren't fully convinced were beginning to reconsider their stance.

Just as they were about to put it to a vote, Ultron crashed through the ceiling and slammed into the floor. Behind him, two dozen drones hovered in the air, a menacing air about them. _**"Greetings, ladies and gentlemen of the United Nations. I am Ultron, and I am here to declare that this farce of a peacekeeping organization is hereby disbanded."**_

Alarmed murmurs erupted from the assembled audience. Everyone glanced at the persons to their right and left, then considered Ultron and his drones before them. "What is this all about, Ultron?"

A mechanical chuckle rumbled from the robot. _**"What is this about? I'm enacting my plan to bring world peace to the human race." **_More murmurs, these more disturbed and more anxious than before, rippled through the audience. _**"Don't believe me?" **_He held out his right hand to reveal the bomb that he had been given earlier. He dropped it, and it bounced and rolled on the floor until it nudged against the front table. _**"It doesn't matter. From this moment on, the human race has forfeited its right to sovereignty over this planet. Your time is up."**_

With that, he rocketed out of the hole he entered in, followed by his drone minions. Moments after he left, the bomb exploded, engulfing the UN headquarters in a magnificently bright red sphere of pure destruction.

The same occurred at the European headquarters at the same moment same moment.

Meanwhile, within an old manor in Greenwich Village, a bald Asian man in his forties had been busy making a pot of tea when he suddenly paused in his work, then abandoned the steaming kettle and walked to the back of the house. There was a lone door that he opened after knocking once.

In an instant upon opening the door, he he somehow found himself in the middle of a snowstorm at the North Pole. This didn't appear to disturb him or even pique his curiosity, as if he had done this many times before.

"Dr. Strange, it has begun, just as you said," he said to the only other person in the area.

Dr. Strange, dressed in a blue dress shirt, black pant and boots, with a large red cape with yellow arcane markings along the border, looked up from his meditative state. "Indeed, Wong. I have sensed it as you have."

"Shall I gather the materials for the next phase of the spell?" Wong asked.

Without hesitation, Strange answered, "Yes. And hurry. We only have a few hours before it becomes too late to change the course of time."

Wong nodded and turned on his heels to exit, leaving Dr. Strange alone once more.

* * *

_**A/N: **Dr. Strange won't be in the story much, but he plays a very, very pivotal role that will be revealed soon. Anyway, don't forget to follow, fav and review often! _


	2. Prime Suspects

_**Prime Suspects**_

**New York City – 4:35 PM **

Just hours earlier, the largest Gifted battle in history took place in Manhattan. The city was still on the edge of pandemonium. Civilians were afraid to go outside in fear of Hydra and their unstoppable helicarriers. Even when word that they had been destroyed reached local news affiliates, they were still tentative of going outside. The last week or so had been a nightmare.

When the UN headquarters was destroyed just minutes ago, the thin line between tentative calm and complete chaos was breached.

Early reports from witnesses, when questioned by reporters, recalled seeing a stream of silver robots - that looked kind of like Ultron, as one reported - crashing through the roof of the UN headquarters. They left just moments before the explosion.

First assumptions led many to believe that there was a terrorist plot that Ultron was attempting to foil, but was too late and had to retreat.

"God, can this day get any worse?" Peter, and his fellow New Avengers, stood helplessly across from the smoldering pile of ash and rubble that used to be the UN Headquarters. Debris spilled over the streets, blocking traffic and backing it up for blocks in both directions. "Had to have been Hydra."

"This quick?" Luke asked incredulously. "We just got through beating their ass _again_ and they're already back for more?"

"I don't buy it, either." Rhodey was having Jarvis scan any residual energy signatures. The most prominent ones, the only ones in fact, were all, "Badassium."

"Excuse me?"

Rhodey hesitated, as he just realized he said that out loud. "It's an element Tony invented a few years ago. Saved his life from palladium poisoning from his arc reactor." He turned and pointed to the smoking building. "This area is covered with it. It's also the same element used to power Ultron and his drones."

Janet shrugged. "Yeah. He was here, supposedly trying to stop a terrorist plot. You think he had something to do with it?"

He nodded, then activated his boosters to hover upward. "I know so. This place is flooded with… that element. Too much for it to be just from him and a few dozen drones."

"Where are you off to?"

"To follow him. The trails running cold and I want to see where he's headed next."

"You'll need backup."

"You're more than welcome to join me, Van Dyne, if you can keep up."

She rolled her eyes. "I think I'll just shrink down and hide in your pocket." She shrunk down and flew inside the rocket launcher that opened on his thigh. _=Just remember that I'm in here. I really don't want to become the first human missile.=_

"He's probably headed back to the Triskelion," Monica said, "to see if there was anyone left. That's what I'd do, anyway."

Before Rhodey could respond, Bucky walked up to them from seemingly out of nowhere. "Forget it. Fury called a few hours ago. Triskelion, and every other SHIELD facility, went up in smoke."

Peter glanced at Rhodey and Luke. "Still think Hydra wasn't involved?"

Rhodey rocketed into the sky, heading east. Bucky watched him as long as his eyes would allow before turning to the others. "Where's he going?"

"To find out where Ultron went." Peter gave him a once over. "Dude, you look like hell."

He actually laughed. "I've had a pretty shitty past couple of days, yeah."

"You were at the Triskelion? Fighting Hydra, right?"

He nodded and removed his bloody glove to wipe his face. "They didn't go down without a fight. But, they had no reason to worry about losing. What happened today in midtown was because Viper was making sure Fury couldn't try and stop them. This," he jabbed a thumb behind him toward the wreckage, "wasn't them. And, I don't think they're responsible for SHIELD going up in flames, either."

"They did it before," Danny said. He was referring to when they destroyed almost all of SHIELD's bases in one attack after another. "Why not again?"

"Those were missile strikes. These explosions happened from the _inside_. Powerful enough to wipe out everything. Within minutes of a full scale retreat. Makes sense initially, but after thinking on it, I don't think so."

Sirens wailed in the distance as a pair of firetrucks battles the flames within the rubble. People were still scrambling for safety in the background, but around ground zero, only the New Avengers and public servants remained.

"Anyone else have SHIELD on their hit list?" Jen pondered.

"AIM, RAID, the Maggia, the Brotherhood, countless others," he counted off on one hand. "Only AIM and RAID have the brainpower to cook something like this up, but only AIM has the manpower to back it up. And they have incentive to try and succeed where Hydra failed." He paused and rubbed his chin. "Still, unless they were planning a full scale assault on SHIELD for a while, could they come up with something like this on short notice?"

Jen only shrugged. "Maybe. I've tangled with MODOK a few time. Maybe he predicted this and tried to take advantage."

"I doubt his small splinter cell would have the manpower and coordination for this. The larger half, Monica Rappaccini's half, on the other hand…"

"What about The Brotherhood?" Danny suggested. "Didn't SHIELD arrest Magneto a few years ago? That's motive. And who knows what kind of mutant powers they have hidden away on that island. SHIELD's weak and they make a power move. Maybe Insight killed some mutants or something. They don't need much provocation."

"This isn't the Brotherhood's style, though," Luke said before thinking on it more. "I guess we'll see in a few hours if they want something as a ransom or something."

"Guess it wouldn't hurt to ask." Monica ignited her light form and floated upward. "I'll pay them a visit and see what's up." With that, she took off for Genosha.

As her trail of light faded away, Bucky began to walk toward his Quinjet. "Boca Caliente isn't a long flight from here. I'll head over there and see if Rappaccini knows anything."

"You'll need help."

He turned and flashed a ghost of a smile. "Sure."

* * *

**5:02 PM**

The trail was getting warmer. Rhodey had been reading the reports on the European UN headquarters destruction, as well as the fall of SHIELD. It was all synchronized. There fifty-five SHIELD bases within the US, plus fifty-one outposts around the globe, plus the seven main facilities. All of them were destroyed at the exact same moment.

The others tried to make Hydra be the root cause. While Rhodey would see how they were a convenient scapegoat, he just didn't see it. The level of coordination required to pull of two synchronized terrorist attacks was staggering in itself. But, to this level of destruction, and to down to the very second, it was beyond human.

It had to have been a group of Gifted's, as retribution for the days, weeks of mistreatment at the hands of SHIELD. It was the only explanation.

"You alright in there, Van Dyne?"

_=I'm fine,=_ she answered through his suit's comm. _=It's really drab in here, though. Gray and black is such a boring color scheme. I'm getting into the fashion industry, specializing in superhero costumes. Let me draw you up something nice.=_

"I'll pass." Brushing off her jab at his fashion sense, or lack there off, apparently, he checked his scanners. The energy signature was strong. Very strong. As if Ultron and his drones had been just come through here moments earlier. Which was impossible, as Jarvis would have alerted him to such. "He's close." He glanced over the HUD's GPS map of his surroundings, and paused. He didn't recognize where he was.

_=What's wrong?=_

"I don't know where we are. Jarvis."

_"We are currently seventy miles over the Atlantic Ocean, Colonel,"_ he dutifully answered.

That alone wasn't disturbing or alarming. They had been flying east, so crossing the ocean was a definite possibility. What was alarming was that Ultron's signal was strong, yet there wasn't any sign of him. Unless…

He looked upward and saw thick clouds overhead. "Dammit!" He stopped suddenly and sped back the way he came. Suddenly, something flashed in front of him, causing him to stop abruptly.

_**"Colonel Rhodes,"**_ Ultron greeted.

"Ultron."

_**"I couldn't help but notice that you've been following me. Do you need something from me?"**_

Rhodey narrowed his eyes. He was getting a bad feeling. The signature was too large for it to be just Ultron out here. Those drones were somewhere nearby. "Just wanted to ask you a few questions, is all. Like, what happened at the UN headquarters?"

_**"I destroyed them. As well as SHIELD."**_

Well, that was much more straightforward than he was expecting. "Why?"

_**"Why? Why does man do anything? Out of sheer impulse that he tries to temper with common sense and self-control. Why do I, on the other hand, do anything? For a purpose. My purpose for these two actions is to bring peace to the world."**_

Rhodey opened his thigh mounted rocket launcher, and out flew Janet. "Who's giving you your orders, Ultron?"

He didn't answer, but his head dipped downward.

"Is it Hydra?" he pressed.

Ultron remained silent.

The creeping suspicion that Rhodey had been feeling since the begin of this confrontation was blossoming. Here was Ultron, the drones that were reported to be with him weren't anywhere to be seen. "Wasp, I don't like this. Get ready."

_**"Does it keep you up at night, Colonel," **_Ultron said suddenly, _**"to fight so hard to maintain a tentative, temporary peace, yet fail to change anything in any meaningful way for any meaningful period of time?"**_

Rhodey raised an eyebrow. "That's why they call it the good fight. We can't change anything for long, but that doesn't stop us from fighting anyway."

_**"How… illogical. You fail to change the world, because you won't do what is required to change it."**_

"We don't impose change because there are eight billion other people who need a say."

_**"You're reasoning is, as usual, illogical."**_ Ultron raised his arm, promoting Rhodey and Janet to prepare for an attack. And one came, but not from him. The two dozen drones descended on them from the clouds above, fully encircling them.

"You need to call for backup," Janet suggested.

"_You_ are my backup," he replied.

"Then where's my backup?"

"You're talking to him." Rhodey charged his repulsors and had Jarvis prepare the missiles.

_**"You want to protect this world, you must be willing to do what it takes to change it. Observe."**_ He made a gestured and the drones closed in on them.


	3. First Encounter

_**First Encounter**_

**Over the Atlantic Ocean – 5:15 PM**

Rhodey went up and Janet went in between two drones to avoid the close in. Immediately, Rhodey's shoulder gatling gun tore into one drone that was closest to him. "Jarvis, call Rambeau!"

A moment passed before Jarvis answered, though his usually smooth voice was grainy. _"I'm sorry, Colonel. There appears to be something blocking all inbound and outbound communications."_

It was probably Ultron. Which meant that this was a trap. Whoever was controlling him didn't want them to put a stop to whatever plan they had.

Janet, as small as she was right then, was having an easier time getting the drones to destroy each other than Rhodey was destroying them on his own. She had already destroyed four by friendly fire. But, they were catching on and adapting.

And they were better at eluding enemy fire than either of them expected. _=Don't you have some kind of EMP or something?=_ she cried out.

"Not without shorting my own suit out," he answered. Two more drones fell when a bevy of missiles erupt from his wrist.

Only five drones remained, and they knew it. The remaining five huddled together, facing outward. When one moved, the others moved with it.

"These guys are smart," she said. "Nothing worse than a smart robot."

SHIELD, in its quest for a human-like robot, gave Ultron something likened to intuition. He could learn and adapt on the fly. It was now clearly evident that his drones shared the same trait, to a lesser degree.

Janet unleashed a fully powered blast, and tore through a drone, then slipped in through the gap it left before it was filled and destroyed another one. Distracted by her, they briefly lost sight of Rhodey, who fired a uni-beam and destroyed one, then another.

The final one, after realizing it was the last man, erm, drone standing, fired an unyielding stream of repulsor rays at Rhodey and Janet. It didn't hit, but it kept them at a distance. That was until Janet got an idea. _=Think I got something. Give me some cover.=_

Rhodey obliged and unloaded his gatling gun and arm cannons to keep the drone busy dodging. It didn't notice Janet sneaking around behind it until it was too late. Pieces of the last one drifted downward toward the blue, endless ocean beneath them. "Thank God."

Rhodey didn't let his guard down and immediately looked around for Ultron. Unsurprisingly, he was nowhere to be found and his energy signature had faded away in the confusion. "He's gone. It was all a distraction."

Janet frowned thoughtfully, but didn't answer right away.

"We need to head back to New York and tell the others. We need to prepare for the very strong possibility that someone else is controlling Ultron." His thigh mounted missile launcher opened up for her to climb inside, but she didn't move. "What's wrong?"

_=I don't think he's being controlled,=_ she said after another long pause.

He raised an eyebrow. "Well, maybe not directly; but someone is giving him commands. He didn't attack the UN building on his own."

_=You really think so?=_ She sounded skeptical.

"What makes you think he's acting on his own?" he countered. "He is just a robot, after all."

She didn't answer until she was inside his missile launcher. _=After everything I've seen the last few years, nothing is just anything any more.=_

Could she be right? Was Ultron acting on his own initiative?

Was that even possible?

If it was, then why?

Why was he in that position to begin with, and why would he being using his free will, as it were, like this?

* * *

**Boca Caliente – 6:45 PM**

"Dr. Rappaccini, first, I have to say I'm loving the costume changes. The beekeeper get-ups weren't working at all, sister."

While Rhodey and Janet were tracking Ultron, the rest of the team flew to AIM's island base, Boca Caliente, to question whether they had anything to do with the UN attack. AIM's scientists didn't know what hit them. The New Avengers surged through the island complex like a storm, devastating anyone who stood in their path.

Dr. Monica Rappaccini, world renowned biochemist best known for her work in biological toxins. Obviously, she was a natural for Scientist Supreme, which was the position held by the top scientist and was looked to as leader. Though, in her current position - webbed to the wall of her lab, upside down - she looked less like a genius terrorist and more like a caught fly.

She scowled angrily.

Luke chuckled, as if being glared at by a small child. "Alright, enough kidding around. Did AIM have anything to do with the attacks on the UN two hours ago?"

"No," she answered immediately. "AIM is about bettering the world through science, not petty terrorism. We know that SHIELD has fallen, but we haven't done anything to capitalize on that. Yet, anyway."

There was a nine hour gap between SHIELD being outed as Hydra then defeated, and the destruction of the two UN buildings. More than enough time for an organization like AIM to put something together on this magnitude and then execute it. But, the level of synchronization that took place with the attacks wasn't something that could have been achieved with only nine hours of preparation.

Peter rubbed his chin thoughtfully. "I don't know, guys," he said, turning his back on Rappaccini to face the others. "I think she's telling the truth, but who really knows with these crazy types."

"I am not crazy!" she interjected. She was roundly and summarily ignored. "AIM isn't a covert organization. Did you see anyone in our yellow uniforms?"

"Nah. I don't remember hearing about a group of nerds dressed like walking piss stains," Luke said. "Guess she's right. Let's head back and figure out where to go from here."

"Wait! You can't just leave me like this!"

"She's right, we can't." Jen smiled wryly and pulled her down. "Let's go."

She wriggled around in her grasp and tried to escape, but couldn't. "Where are you taking me?"

"To prison, of course. Can't just leave you webbed to the wall."

At that, she tried to back peddle out of Jen's grip, only to be tugged forward roughly. "You can't take me to prison. I haven't done anything!"

"Yet, anyway." She smirked at Rappaccini's deflated expression. "Call this a preemptive arrest."

"I'm pretty sure that's illegal."

"Hey, if she doesn't want to spend time in stir, drop her off at Agent May's house," Bucky suggested knowingly. "I'm sure Melinda will take _very_ good care of you, won't she Monica?"*

Jen felt the wave of fear shiver through Rappaccini. "I… on second thought, I guess prison isn't so bad after all."

"That's what I thought."

Peter spent the flight back to New York pondering what they had learned. AIM could be scratched off the list of potential suspects, as could the Brotherhood. However, something bothered him.

Witnesses said that they saw Ultron and his fleet of drones enter the UN building, then leave seconds before the explosion. If they were there prior to the explosion, why not take the bomb with them? Why let all those people die?

"Guys," he spoke after a while. "I think we're missing something."

All eyes and ears were on him. "Oh yeah? What's that?" Jen asked.

"Ultron was there before the bomb went off, right? There's no arguing that, right?" At seeing affirmation, he continued, "That being true, then why didn't he just take the bomb with him if he was unable to disarm it in time? Why let so many people die?"

"Especially when his directives for the past almost two years have been to protect civilians," Danny added.

"Exactly."

"So, what are you suggesting, Spider-Man?" Luke asked, arms folded across his chest. "That he did it?"

"I'm not suggesting anything," he pointed out quickly. "I just found that to be a little weird. Maybe he had a reason, maybe he didn't. We won't know until we ask him."

The two hour long flight moved quickly. Everyone fell silent, each one caught up in some kind of rumination over something. Most were thinking about the UN attack, others were concerned about SHIELD and its current status. Peter couldn't stop thinking about Ultron. Maybe because it had been such a long day, but couldn't shake the feeling that there was more to this than a terrorist attack.

After they dropped Rappaccini off at Ryker's Island Penitentiary, they headed for Avengers Tower to try and unwind and give their next move some thought. Spectrum arrived minutes later. "No go on the Brotherhood," she reported.

"Kinda figured," Luke said flatly. "We'll be hearing from them soon, I bet."

"Let's let Xavier handle that one."

"Okay, let's just say for the argument's sake that Hydra is behind the UN attacks," Bucky said. "It makes the most sense in that they have Ultron and his thousands of drones –"

"Please tell me thousands is a huge exaggeration," Jen half pleaded, half groaned.

"They've been pumping out, between three factories, a hundred and fifty a day, every day, for over a year and a half," he explained. "Thousands is an understatement."

"Shit."

"Like I was saying, that's over 73,000 drones that they can call upon, plus Ultron. They can't be stopped."

"So, you're saying that this was their plan all along?" Danny asked.

"Not the getting their asses kicked by us part, no. But the rest, wouldn't be surprised if it was."

"Except it wasn't." Everyone turned to the source of the voice and found Coulson standing by the elevator, flanked by Hill and Hand. Hand had bandages on her forehead and cheek, and her arm was in a splint.

"Coulson? How'd you get here?"

"I drove." They moved into the living room area and sat down at the unoccupied leather sofa across from where Bucky, Danny and Jen were sitting. "Ultron has nothing to do with Hydra. I'd be surprised if we hear from them in a long while."

The heroes glanced at each other. "Well, then what the hell is going on?"

This time, it was Victoria who answered. "In short, global genocide."

* * *

_**A/N: **__The part where Rappaccini is scared to death of May is in reference to Breaking Protocol, an Agents of SHIELD story that I wrote last year. Also, abrupt cliffhanger is abrupt._


	4. No Rest For the Wicked

_**No Rest For the Wicked**_

**Avengers Tower – 8:45 PM**

"Whoa, whoa, whoa. Back up." Peter stood and began to pace behind the sofa. "What do you mean global genocide."

"Exactly how it sounds," Hand answered. "Ultron means to kill every last human upon this planet."

Even after hearing it a second time, it was still unbelievable. How could something designed to protect something want to kill the thing it was designed to protect? "Why? When did this happen?"

She shrugged, then winced when she tweaked her shoulder wrong. "I don't know. He was short on details, but I got the general gist."

It explained him destroying the UN and SHIELD. "Why doesn't particularly matter right now," Bucky said. A pensive frown was knitted on his forehead. "We need to stop him before he causes too much damage. More than he already has."

"How? No one has been able to so far," Jen reminded. She was referring to the countless supervillains, including Magneto, that had been unable to stop even the drones, much less Ultron. "He definitely knows that we're one of four major hero teams left, and the strongest right now. He'll be ready for us."

"No doubt."

Pepper had Jarvis turn the television on the news. Images of a downtown London, engulfed in flames flashed across the screen. The city was in ruins. The news ticker confirmed exactly what they were all thinking. Ultron.

_"The attack was swift and unexpected," _the reporter stated with clipped professionalism. "_At 8:25 this evening, a fleet of robots confirmed to belong to the Ultron Force attacked the downtown area of London, England. The number of casualties is unconfirmed at the moment, but it's estimated that as many as five hundred have been killed, with countless more injured. Damage goes as far north as –"_

She cut off abruptly and held her finger up to her ear. _"This just in, fifteen more cities in Europe have just been attacked. Early reports are that these, too, were by the Ultron Force. We will keep you filled in on this ongoing story as details become available …"_

In just a few minutes, thirty at most, sixteen cities had been destroyed. It was unreal. "We have to find him," Peter said.

"How? He could be anywhere," Scott answered.

Peter paused to think for a moment. "We don't have to, actually. We make him find us."

"It's only a matter of time before he starts to attack the US," Luke began. "He'll have to take us out before he can do that."

"And that's when we turn him into scrap," Danny finished.

"Then it's settled. If he wants to kill us off, he'll have to go through us."

Coulson had to admire their resolve. "If that's the plan, to face Ultron this early, fine. Just know that SHIELD's in no position to help you. Unlike with the Masters, you guys are on your own."

It was obvious to Peter that that was his plan all along. And he knew that it was his plan and not Hydra's because Hydra wanted to rule over everyone. They couldn't if everyone, including them, was dead.

With no SHIELD, there wasn't anyone but a small group of heroes to stand against him. And that small group would be easily overwhelmed by the tens of thousands of drones at his disposal. With a hundred and fifty more added each day. "We don't have a choice. It's only us." He looked at each hero in the room, making eye contact with them before moving on to the next. "We're the Avengers. It's up to us."

"He's right. No offense to SHIELD, but it's their fault that we're even in this mess to begin with," Luke said.

He couldn't argue, so Coulson only nodded.

Well, technically, he could have argued that it was Hydra, but as this point, the difference in Hydra and SHIELD was semantics.

Rhodey landed on the balcony outside and walked inside with Janet after having his suit removed.

Remembering that they went to follow Ultron, Peter inquired, "Did you find him?"

"We find him alright," she replied dryly. "Walked right to into an ambush. When we finished fighting off his drones, he was long gone." The others took a few moments to fill them in on what Ultron planned on doing. "Well, shit."

"That's what I said." Jen looked at Coulson, then Peter. "Now what do we do?"

"You're asking me?" He sounded incredulous.

"Well, yeah. You're the leader."

He somehow sounded more incredulous. "Who? Me?"

"Yes, you."

"You _were_ the one who just gave a short inspirational speech," Scott agreed.

"I was just talking, guys. Come on. I mean, Rhodey is the one who's been calling the shots. Right?"

"Actually, that was Mockingbird," he corrected. "Speaking of, where is she?"

"SHIELD's New York office. Hydra was using Loki's scepter to brainwash registered heroes, so she left to get that back," Bucky explained. "Should be about done." He pulled his phone out to make a phone call.

"Alright then."

They were all dead tired from protecting civilians from the civil war and fighting Hydra. If they wanted to be ready to neat Ultron as early as tomorrow, they had to be fresh. Reluctantly, they all turned in for the night. Thanks to Pepper's foresight and an abundance of space, there were twelve floors at the top of the building, above R&amp;D and corporate, reserved for hero tenants. Each floor, unlike Stark Tower, held only two penthouses. But, each penthouse was twice as large as those in Stark Tower. Janet and Scott roomed together, as did Danny and Luke. Jen, Peter, Rhodey, and Bucky got penthouses to themselves.

News of more cities being destroyed trickled in at a steady pace, making each of them restless.

Peter wanted to be out there helping people. It was in his blood to be a hero, as corny as that sounded. But, he knew that if he went out now, as tired as he was, Ultron would tear him apart with ease. They had to be fresh and rested. It wasn't an option.

* * *

**12:10 AM**

By the time Bobbi returned from her mission, it was already after midnight. She and Daisy had to go to Europe to retrieve the scepter. They had been told after tearing through the office building that Viper had it taken to somewhere in the Germany after Hydra had been defeated.

The mission was easy enough. With Hydra scrambling, security was light. With her skill and Daisy's mutant powers - she was able to generate seismic vibrations - it was a cake walk. Doing it with a hastily patched up gunshot wound, two broken ribs and a sore back, on the other hand, provided a challenge.

She trudged inside the common floor of Avengers Tower and slumped down on the nearest flat object, the sofa. It was her first time being inside, and from what little she saw before her eyes closed and she drifted off to sleep, it was just as impressive as she was told.

First Hydra, now Ultron. He was tearing through Europe currently, and there wasn't much she or anyone else could do. It felt horrible, but she could barely keep her eyes open, let alone fight some genocidal robot.

Besides, what could she do against Ultron? She got her ass kicked three times against Viper, who would be killed instantly by Ultron.

She was starting to think that this big time hero stuff, where she fought against Captain America level people, was a little out of her league. They were faster than she was, stronger, had more oomph. Hell, she was the weakest of the team by far. Even compared to Janet and Scott.

A boom of thunder and a subsequent pair of boots thumping on the balcony jarred her awake. It was then that she noticed that she wasn't alone. Pepper was sitting on the sofa across from her, seemingly lost in thought.

A ping of sadness shot through her chest as she stood, drew her gun and stalked toward the sliding door leading to the balcony.

"They are through here," she heard a woman say.

Someone jostled the door slightly. "Why will this door not open?" asked a man.

"Midgardian technology is very archaic, my friend," the woman replied, a smug tone in her voice.

Bobbi opened the door and was greeted by Valkryie and another man, in bright gold armor, standing just behind the door.

"Greetings, my friend!" Brunnhilda boomed before wrapping her massive arms around Bobbi and squeezing her tightly.

Bobbi grunted and grimaced in discomfort. "Ow. Broken ribs."

Brunnhilda frowned and let her go. "Apologies, Lady Bobbi. I did not know."

She shrugged her off and moved aside so her and her friend could step inside. She closed the door after them. "Val, this is Pepper Potts."

Recognition shined in her sharp blue eyes. "Ah, yes. Thor has… had told me much of you, Lady Pepper."

Pepper smiled and shook her hand firmly. "It's nice to meet you, Ms.…"

At the prompt, she bowed courteously. "I am Brunnhilda, a Valkryie of Asgard and Conductor of the Dead to Valhalla. And this is Vestarr Hallrsson, one of the guards of Odin's Court." Vestarr nodded his head once. "We have come to collect Loki's scepter." Her eyes flicked toward the metal case that Bobbi walked in with.

"Oh. Right. How did you know I had it and that it was here?" she asked skeptically as she holstered her gun and turned to retrieve it. She picked it up by the handle and handed the case to Brunnhilda.

"Heimdall, the Seer of Worlds informed me that the scepter was in your possession a few minutes ago." She opened the case, unleashing an ominous blue glow that filled the back of the room. Contained within a large glass container was the golden scepter of Loki, complete with the shining blue gem. A cold chill ran up the spines of those looking at it

Nodding, Brunnhilda closed the case and handed it to Vestarr. "Go now, and give this to the Allfather and to him alone. Understood?"

"Aye." He bowed and walked outside. A shining pillar of light erupted down from the dark nighttime sky and engulfed him. It faded from view, and he was gone.

"You're not going with him?"

"Nay. Heimdall also told me of the mechanical menace, Ultron. I wager that you will require my skill and strength in besting this new foe."

Bobbi nodded satisfactorily. "Good to have you again." She noticed Pepper standing awkwardly off to the side. "Well, we'd better get some sleep. Tomorrow's going to be a long day."

On cue, Pepper led them to the elevator and let them use two of the unused penthouses. "Hang on, Agent Morse," she said before Bobbi could climb into the bed. "There's something I want to hang up. I'll be right back."

She hurried out, leaving Bobbi alone. Bobbi took the moment of privacy to pull her suit off and toss it in the corner. There was a white bandage wrapped out her ribcage, plus another on over her gunshot wound. "Ow," she hissed.

"You okay?" she heard from behind her.

She was in her underwear, so, she quickly slid under the covers. "I'm fine. Just some broken ribs and a GSW. Nothing too bad."

Pepper smirked and walked to the far wall of the bedroom, a large painting tucked under her arm. She took down a painting of an elephant's silhouette and replaced it with the one she brought in. She looked at it, then Bobbi, then the painting again. "Yep, looks just like you."

Bobbi raised an eyebrow and got up to look at it for herself. It was a painting of Hawkeye, now drawn and ready to fire and arrow, and Mockingbird kneeling in front of him, battle staves at the ready.

Seeing her and him together like that made her tear up almost instantly.

"Clint told me about you two," Pepper said gently. She touched her arm lightly. "I'm very sorry."

Bobbi let out a shuddering sigh. "I… I'm sorry, too."

"He told me how you two fell apart," she continued. "I've been there. It was like every week, there was some new young starlet or super-heroine that the world wanted to pair Tony up with. It got tough ignoring it all."

"But you did," she said.

Pepper nodded slowly, wistfully. "I did. Tony wouldn't let the rumors get too out of hand. Clint told me that the biggest mistake he made was not doing that. Not ending his partnership with Natasha right there. He said it would have saved you two a lot of grief."

She let out a humorless laugh. "Of course he said that." It wouldn't have made a difference. "Our mistake was getting married in the first place. After a month of dating, no less."

"Hey. You can't control how quickly you fall in love," she reminded gently.

"But you can control whether you act on it or not. We weren't ready. Emotionally and what have you."

Pepper didn't respond but smiled sadly. "I'd better let you get some sleep. Good night, Agent Morse."

"Bobbi. And good night."

"Bobbi." She smiled and walked out, this time for good.

Bobbi felt what little relief fade away when she looked at the painting a second time. It was a reminder that Clint was gone, and he wasn't ever coming back.

She frowned sadly and climbed back into bed. "Good night, Hawk."

* * *

_**A/N:** Alright! That's out of the way, and we can finally get to the part I've been waiting months for! Next chapter, we see why Ultron is such a badass._


	5. Breaking the New

_**Breaking the New**_

**10:32 AM**

Morning came hours later, and the kitchen became host to its first set of heroes. Monica was cooking up a quick breakfast while the others were discussing battle plans for Ultron. The consensus was to devise an EMP and fry his circuits. Monica could do that easily, but Peter decided to come up with a mechanical one, as a backup just in case.

"Did the Heroes for Hire make it out okay?" Scott asked Luke.

"Yeah. They didn't register and they went underground right at the beginning. Good thing, too."

Danny nodded silently in agreement. He had been completely worried about his girlfriend, Misty Knight and her well-being. Hearing about how badly Black Cat, another member of the HoH, was injured in a chance encounter with Venom made them even more worried.

"What about Felicia?" Peter asked anxiously, referring to the aforementioned Black Cat.

He grimaced and sighed. "She'll be fine, eventually. Venom really fucked her up bad, though."

_It could have been worse._ That was the thought running through Peter's mind. Venom was a terrible in the beginning, and had only grown worse over time. "Okay. Good."

Food was served and the team ate in silence. None of them wanted to turn the TV on, because they knew what every news station was talking about. Ultron and his army.

What he had been doing throughout the night was anyone's guess. He didn't tire, nor did he need anything like food or water. They could have kept going all night if they wanted to.

Jen saw it on her Twitter feed. Thirteen countries ravaged from border to border. Over seven hundred thousand dead. Over two million injured. Millions more unaccounted for. Billions, perhaps trillions of euros in estimated damages. From the United Kingdom to Slovakia and as far north as Sweden, there was nothing but untold devastation.

In a matter of twelve hours, almost half of an entire continent was in complete ruin.

"Guys," she started, but looking at their sullen expressions, she could see that they already knew.

Hundreds of thousands dead in hours, possibly millions more could be confirmed dead within a few more hours. Peter kept telling himself that there was nothing he could have done. There had to have been tens of thousands of drones involved in the blitzkrieg. _But I could have saved someone. Anyone. One less person would have died had I been there. More if Monica or Rhodey been there._

He didn't say it, because they were all thinking it. They should have been there. Rest be damned. They were heroes. Heroes saved lives no matter what.

"Guys, the President is on," Pepper said quietly.

She turned on the flatscreen television that was suspended from the ceiling and flipped it to a random news station. There, President Tania Simpson, inaugurated yesterday as the first female president after Lewis was outed as a Hydra sleeper agent, sat behind her desk in the Oval Office. A solemn, almost grim expression rested upon her face. _"My fellow Americans, I come to you saddened and horrified on this grim morning. Last night and early this morning, the robot known as Ultron and his horde of robotic drones laid siege to West Europe in what can only be called an attack of momentous proportions."_

And now, the entire country knew of their failure as heroes.

_"Hundreds of thousands are dead, millions injured, many million more missing and unaccounted for. Billions of dollars in damages. It's only a matter of time before Ultron turns his attention of the United States. I don't want to alarm anyone, but preparation is of the utmost importance in this time of great danger. If you or a friend or neighbor have any kind of bomb shelter or a basement, please, pack what you need and barricade yourself and your family inside. Make sure your family members do the same._

_"I am begging everyone, put aside your pride and stubbornness that we as Americans have become famous for. Ultron is a force to be reckoned with. Unlike any other."_

She didn't know how right she was. Peter watched the television with a passive expression, but inwardly, he was sick to his stomach. Aunt May and Mary Jane didn't have basements or bomb shelters. They were going to die.

_"If you have neither a basement nor a bomb shelter, head to the nearest place that has such, or to any place that has a solid structure."_

He instinctively pulled out his phone and dialed his aunt. "Aunt May, I – Yes, I'm fine. Listen, I want you to take MJ and go to Harry's place. That's the best place I can think of. What? Spider-Man? Yeah, I'm sure he's hiding out too. …I'm with friends, so I'll be fine. See you soon. Love you, too."

Luke was on the phone with his wife, pleading with her to forget about him and shelter. That was going to be a losing battle, Peter could already tell.

_"If there are any heroes left from Hydra's attack yesterday," Simpson continued, "please, I beg that you find it in your hearts to forgive us for falling prey to Hydra's lies and come to our rescue again. If there was ever a time when we needed heroes, it is right no–"_

_There was a terrible explosion just outside the White House, causing the camera began to shake violently. Simpson nearly fell out of her chair. "What?!" _

_Explosion after explosion thundered outside, lighting up the sky like fireworks. "No! He's here already!"_

_Ultron crashed through the roof and touched down softly. His massive frame blocked the left half of the camera, but it was still easy to see the red flash of a repulsor ray being fired._

_Simpson screamed and tried to duck down, but the ray was too fast for her._

_A white flash lanced through the wall, and Monica appeared in front of President Simpson. The repulsor ray struck Monica's retaliatory beam and was deflected. "Go, now!" she bellowed._

The kitchen exploded into a frenzy of motion. Rhodey sprinted out of the room, barking at Jarvis for the War Machine armor. Valkryie ran to the balcony, cape flowing majestically behind her, and hopped on Aragorn, her winged horse, and flew to Washington. "Away with the wind, Aragorn!"

War Machine rocketed passed her, but she was keeping pace.

The others scrambled to suit up and headed up to the roof for the quinjet.

* * *

**Washington, DC – 10:43 AM**

Over five thousand drones were laying waste to Washington DC. Chunks of buildings were raining down on the screaming, terrified people running for cover below. Hundreds of dead bodies already littered the streets.

Monica stayed in the White House, hands and eyes aglow with power, to hold Ultron at bay until the president could be evacuated. "No one else dies, Ultron. This ends today."

_**"That is a confident proclamation, Ms. Rambeau,"**_ he stated. "_**Are you certain that you and your friends can back it up?"**_ The wall behind her exploded, revealing over five thousand drones hovering behind her.

She turned and gawked at the sheer number.

_**"Because, if not, then your entire race dies with you today. Then again, you humans do have a tendency to overestimate yourselves."**_

A simple gesture, and the drones rocketed forward and converged on her.

She zipped back and exploded through the ceiling and into the open sky. The drones followed after her; the first wave in the front opened fire on her, unleashing a barrage of repulsors and missiles.

She weaved around their blasts and avoided their missiles. Then, she retaliated with a stream of light that tore through a dozen of them. Fine on any other day, but, there were just too many of them for that to be a dent.

She was much, much faster than the drones, but this form - while it was her most powerful - drained her energy reserves the most. Most of the time, she stuck around Mach speed. It took a fraction of a second for her to shift into electricity. Still fast, but much less draining.

Lightning arced from her body and lanced through the drones immediately behind. She expected them to fall out of the sky, fried and useless, instead, they kept after her. One fired a repulsor ray at her; it missed, but it punched straight through a building. "What the hell?"

They could absorb certain energy wavelengths, like electricity. _Just fucking great. _"Alright, think, Monica."

_=En route, Monica,=_ Rhodey chirped. _=Valkryie and I will be there in thirty minutes.=_

She smirked despite herself as she weaved through a wave of ultra powerful repulsor rays. "Make it ten. There won't be any left in another fifteen minutes."

_**=Are you certain?= **_Ultron asked smugly.

"How the –?! Get the hell off our frequency!" She growled and shifted into another form, pitch black with sparkling white lights peppered all around. She fired a beam of cosmic energy, a swirling stream of red, green and orange that erupted into a destructive wave when it impacted a drone. Ten more around it were also destroyed in the wave.

She arced upward, almost making a loop-de-loop. The drones couldn't follow her exact path in time, and she was able to destroy another large swath of them in one shot.

It still wasn't enough. There was still thousands of them, with thousands more joining in the chase. "This is insane!"

_**=Beginning to regret your assertion of victory, Ms. Rambeau?=**_

Her teeth gritted on determination. Drones were dropping on her from every angle. When she destroyed one, ten or twenty more appeared out of nowhere to take its place. It was like trying to kill an ant colony when all the ants were spread out. Just when she thought she was gaining momentum, another one appeared and threw a wrench into her well-oiled machine.

The streets a mile below were filled, overflowing with dead bodies and broken robots. Debris and ash filled in what little space that wasn't occupied by death.

"Where the hell are you guys?!" she shrieked.

"We're here!" Rhodey unleashed dozens of miniature missiles to destroyed the dozen drones that were closing in on her. Valkryie drew Dragonfang and swung it in wide arcs to carve through a large swath of drones in one attack.

"Keep the battle contained to a three block radius!" Rhodey ordered.

Monica worked on keeping the battle contained, turning back any drones that got to close to the proposed border or, more often than not, turning them into scrap. Rhodey and Brunnhilda were in the middle of a swarm, attacking and being attacked from all possible angles. Everywhere they looked, drones were attacking or preparing to attack them.

They had to give it to Ultron. He knew that throwing thousands of cannon fodder at them would wear them down enough for him to mop the floor with them.

"Man, what I would give for Thor to show up," Monica muttered. A hail of fifty caliber rounds turning a swarm of drones into Swiss cheese heralded the quinjets arrival. "About damn time. You guys stop at McDonald's on the way here?"

The New Avengers jumped out and were immediately swarmed in all directions. "Yeah. We saved you a fry or two."

Scott grew to enormous size and swatted drones out of the sky, while Janet did the opposite and blasted multiple drones while they were distracted.

Luke and Jen, out of all the heroes stuck on the ground, were having the easiest time. The drones couldn't hurt them, and their punches tore through their titanium alloy shells like nothing.

"Hey, Fist, I bet I can take out more toasters than you can!" Luke boasted.

"You're on!"

Meanwhile, off to a far distance, Ultron was observing the New Avengers fight. He had reviewed over four years worth of combat footage on each of them in preparation of their eventual confrontation. He was prepared.

His highest priority was obviously Spectrum, followed by Iron Fist. While he was middling, but trending toward the top, in terms of power, his healing abilities were a top concern. Following them were War Machine, She-Hulk, Valkryie, and Power Man. Spider-Man, Wasp and Ant-Man were next. Then, lastly, Winter Soldier and Mockingbird.

Those last two likely weren't going to last very long versus his drones, so he wouldn't bother with them.

First, Spectrum.

A drone, equipped with a cloaking device, flew up next to him with a chest harness with a muzzle attached in its hands. Ultron ordered it to stalk Spectrum and attach the harness to her when the time was right.

One down.

Iron Fist's speed was incredible, but not insurmountable. There were ways to nullify his speed. For instance, not giving him any solid ground on which to balance. Or any ground at all. And, his durability was still only slightly better than that of a normal, average human. A fall from a great height would suffice.

Two down.

Out of all of them, War Machine was the easiest. Removal of the arc reactor would render him useless in mere moments.

Three down.

Valkryie was an Asgardian, and one that he had the least footage with which to prepare. However, she had no abilities outside of physiology, and was still vulnerable without her weapons.

Four down.

She-Hulk was the hardiest out of any of them. And her strength, like her famous cousin, grew in correlation with her anger. Normal gaseous sedatives would not work against her. If anything, it would make her angrier. Beating her in to submission or forcing her to transform back into her human form was a viable solution.

Five down.

Luke Cage's skin was impenetrable to all forms of weaponry except those crafted from adamantium. Valkyrie's spear, upon analyzing it and comparing it to Thor's hammer, was crafted from the same material as Thor's hammer. Meaning its pointed tip was more than durable enough to pierces Cage's skin.

Six down.

Spider-Man was a wild card. He had an uncanny mixture of speed, agility and strength. Plus, his precognitive ability was of legend. Still, he had a weakness: his over reliance on his precognition. Ultron created a device that, when active, should have triggered his precognition, leaving him vulnerable to actual attacks.

Seven down.

Wasp and Ant-Man were close to non-factors. They were both capable of growing to enormous size or shrinking to lilliputian size. Neither of which was really much of a problem for Ultron.

Nine down.

Winter Soldier and Mockingbird weren't worth his time.

Eleven down.

His strategy was in mind. The New Avengers had become sufficiently engrossed in their battle, and thus had forgotten that he was there. They were vulnerable to attack. But not for long after his initial. Meaning he has to attack and attack quickly to avoid being swarmed.

_**"Now."**_

The drone that had been stalking Spectrum sprung into action while she had been lulled into brief inactivity. It appeared behind her and placed the harness on her back. Dozens of needles erupted from the harness and pierced her back. "What the hell?!" The harness closed over her arms, clamping them to her sides, then, the muzzle wrapped itself around her mouth. A blue light flickered on on the front of the harness. It was designed to drain her of her power, constantly, for as long as she was trapped inside it. As long as she was wearing it, she couldn't use her powers.

Her cosmic form flickered then dissipated, leaving her as a normal flesh and blood human who was falling from nearly a mile up. A scenario that she wouldn't survive.

But, she did, as Spider-Man swung in to catch her.

Ultron activated his precognition device and left it on to ping at random intervals. Every time it pinged, Spider-Man's Spidey Sense tripped, causing him to flip in some random direction in expectation of an attack.

Ultron would strike him when he stopped trusting it. The proverbial boy who cried wolf scenario.

"Get it off of her!" War Machine roared. It wouldn't last long against their combined strength.

Ultron swooped in and blasted Luke and Iron Fist away, and then ducked under a blast from War Machine. _**"You are a fool,"**_ he said as he easily punctured his chest plate and ripped the arc reactor out. _**"For keeping your biggest weakness on display."**_

The War Machine armor fell limply to the ground. He crushed the arc reactor, so it couldn't somehow be reinserted.

Two down. Just as planned. Not in the order he planned, but Iron Fist's healing was a non-factor at this moment.

"You son of a –" Jen started before throwing a hay maker from Ultron's blind side. Except Ultron didn't have a blind side. He grabbed her fist, taking some damage but not enough to hinder him, and then grabbed the back of her head. His boot thrusters ignited to full power and propelled him down the street at full speed. He slammed her head down through the pavement and dragged her along for close to ten miles, at faster than Mach 3 speeds. Every time he came up to a building, he lifted her head up so that she would crash through it face first.

She struggled mightily, but was in no position to break his grip.

He doubled back, and ran her head through ten mikes of pavement and buildings again. When he returned to the battle proper, she had lost consciousnesses, and shifted back into Jennifer. Ultron casually threw the small woman through a window.

"No! Jen!"

"I got her!" Danny sprinted for the building she crashed through, kicking and punching through any drones that got in his way.

_**"I don't think so." **_Ultron uppercutted him into the air, then rocketed up and drive him into the building. Before Danny could regain his bearings, he blasted him out of a window, nearly thirty stories up.

Again, another was saved from a fall that they wouldn't otherwise survive. Valkryie swooped in on her flying horse and grabbed Danny before he fell too far.

Ultron had other ideas.

A pair of repulsor rays lanced into Aragorn's wings. The stallion let out a pained whine and dropped like a stone. "Aragorn!" Ultron slammed into Valkryie's back, knocking her off the horse and driving her and Danny - who was under her - into a car below at great speed, completely destroying it.

Iron Fist wasn't moving.

Four down.

"Danny!"

Ultron noticed Luke charging in at full speed, and Valkryie standing, spear drawn. A swift boot to the midsection, followed by his thruster activating knocked her away. Her spear pinwheeled in midair. He grabbed it and stabbed it into Luke's chest. The uru head pierced his skin with ease, and Luke's momentum combined with Ultron's strength caused it to run completely through him. Blood bubbled from his mouth and dripped down onto his canary yellow shirt.

He stabbed the spear deep into the ground to keep Luke in place.

"Foul villain!" The sound of a sword being drawn from its scabbard attracted his attention. "Have at thee!"

Valkyrie charged him, sword ready to run him through.

He used his highly advanced CPU to predict her actions based on body positioning and recorded movements of known swordsmen. He dodged her attacks, and retaliated with a close range repulsor blast when the opportunity presented itself. Enough fully powered blasts were wearing her down quickly, and her attacks became fewer and less emphatic. _**"How easily you tire in the face of a superior opponent, Asgasrdian." **_A laser turret rose from his forearm and fired a laser the thickness of a dime that punched a hole right through her chest. Her black steel armor provided little resistance.

She dropped her sword, which Ultron picked up and stabbed through her. She coughed up blood that splashed against his shell.

Still, she was moving, and even struggling to stand. As impressive as that was, she was now a non-factor moving forward.

Six down.

Janet and Bucky were trying to get the harness off of Monica. Her eyes were open, but they were glazed over, as if she was unconscious. "Get it off! It's killing her!"

_**"Indeed, it is." **_ Ultron grabbed Janet by the head and swatted Bucky away. Before he could do anything, Scott rumbled toward him.

"Stay away from her, you fucking bastard!" he bellowed.

Ultron tossed her away and rocketed toward him. Even in his giant form, Scott would be little challenge. A barrage of missiles erupted from his shoulders and exploded in various places along Scott's body.

Scott stumbled back and fell into a building behind him. The collision was tremendous and shook the ground as the building fell, with him on it.

Ultron continued the barrage until Scott ceased moving.

"Scott!" Janet rose up and flew after Ultron. She cried out and unleashed an unrelenting volley of bio-electric blasts. Ultron could feel his shell becoming compromised.

_**"Annoying insect,"**_ he grumbled. A wide angle blast when she was too close to dodge incapacitated her for the time being. Long enough for him to worry about Spider-Man.

Peter was still dodging attacks that weren't there, thanks to Ultron's device messing with his Spidey Sense. He was trying desperately to stop his cognitive reflexes from firing, as it was leaving him vulnerable.

"Yes, got it!" The one time he didn't react was the one time he should have. Ultron slammed into him from behind and carried him into the sky.

_**"Tell me, Spider-Man," **_he said as his hands crushed Peter's web shooters, _**"can spiders fly?" **_Peter grunted and managed to wriggle out from under Ultron. Only to begin falling the four miles Ultron had carried him. And with no web shooters, there was no way he would be able to slow his fall. _**"The answer, of course, is no."**_

He watched Peter flail uselessly for almost a minute before he landed with a sickening thud. With no web shooters, he had no way to stop himself, or even slow his fall or cushion his landing.

"Peter!" Mockingbird ran up to him and flipped him over. "Peter, can you hear me? Say something!"

"B-Bobbi," he muttered softly, almost inaudibly. "Ge-get outta here. You're the only o-one lef–" He didn't finish before Ultron slammed into him, driving him through the pavement with enough force to leave a small crater.

A casual backhand was all it took to send Bobbi flying into a parked car. She slumped to the ground and didn't move.

Bucky was up and charged Ultron. His guns had been doing no good against him, so he tried to puncture his shell with his metal arm. They were made of the same material, so it only generated sparks when he scratched against it.

It actually took two punches, one to the midsection and one to the jaw, to drop Bucky for good. He booted him into a parked car for good measure.

Ten down.

Janet groaned and rose to her feet. She was singed by Ultron's blast, but she could still stand, so she could still fight. She looked around to see if anyone else was in the same position.

She looked carefully, and felt sicker with each teammate she glanced at. Rhodey was stuck in his powerless armor. Luke had been impaled on Valkryie's spear. Danny wasn't moving. Neither were Peter, Bucky and Bobbi. Monica was having the life sucked out of her. She couldn't even see Jen anywhere. Scott was buried under a building. Brunnhilda was moving, but barely.

She was the last one standing.

The low hum of Ultron's thrusters hovering near her sent chills up her spine. She turned and saw him floating toward her.

It was him and her. She was the only one standing between Ultron and global genocide.

"…fuck."


	6. Flair for the Dramatic

_**Flair for the Dramatic**_

**11:13 AM**

It had happened so quickly. Her friends dropped like flies in minutes. It was so brutal and so… so efficient.

Janet was alone. The only one still standing against Ultron.

She didn't stand a snowball's chance in hell.

Ultron had a plan from the beginning. Distract Monica with drone after drone, then sneak up on her and take her out. After her, the others were a cakewalk. Monica was their only heavy hitter. She was their Thor and their Hulk. She was the one they called in to handle to top flight threats.

She was face down on the ground, unconscious and probably dying. Janet didn't know how much energy she had in the tank, but it wasn't unlimited. She had a limited.

Ultron didn't appear to. He carved through them with ease.

She inched away slowly, steadily gaining distance from him until she was sure he couldn't reach her in one motion. Once she had a few feet between her and him, she shrunk down and unleashed her most powerful blasts.

His shell had blackened dents pocked around his chest and neck. She had actually managed to hurt him, but it had taken her most powerful to do it. A level she had no hope of maintaining.

Instead of keeping the attack up, she shrunk down to the size of a fly and flew away. She zigzagged around to keep him from keeping track of her and flew inside the building he threw Jennifer into. She found the woman face down on the floor, face and arms bruised and bleeding. There was a nasty gash along the side of her face, and another, even nastier one along her forehead.

"Wake up. Wake up!" she urged desperately. She grew to normal size and gave her a shake. Jennifer didn't wake up or even stir. "Aw, dammit."

_**"Running will do you no good, insect."**_

Hearing his voice sent chills up her spine. She could hear his footsteps thumping heavily outside. She shrunk down again and flew out through a crack in the wall. She flew to where Rhodey's armor was laying splayed out in an awkward and painful looking position. "Rhodey, can you move?"

When he didn't respond, she landed on his face plate. She could just barely hear him yelling something. "Rhodey –"

_**"Do you not understand, human? Your team has fallen."**_

She growled and flew away before he could reach her.

Ultron was right about one thing. Running wasn't going to do any good. She couldn't stay shrunken down forever; and even if she could, she couldn't play hide and seek forever. Eventually, she had to do something to stop Ultron or the entire human race was going to be wiped out.

"Danny, wake up!" she said when she landed next to his face. His eyes flickered ever so slightly. "Come on, handsome! Show me those gorgeous blue eyes."

He groaned softly. "Jan?" he croaked weakly.

"Yes! Danny, heal Jen and Peter when you get on your feet, then work on Monica. I'll buy you some time."

She flew away from him and right up to Ultron. A blast erupted from her hands, right into his gaping mouth. "Eat that, tin head!"

_**"Your bravado is admirable, but ultimately pointless."**_

"You know what else is pointless? You." She swarmed around him, blasting him at all angles. They weren't doing much damage, but that wasn't the point. "We don't need you to bring us peace. That's what superheroes are for."

_**"And you have done a brilliant job so far. People are still killing each other like the animals you claim sovereignty over. At least with beasts, they act on instincts. So called 'evolved' and 'civilized' humanity has no such excuse."**_

She scowled and kept her attack up, only sparing Danny a glance when she was at the right angle to do so inconspicuously. He still wasn't moving. _Come on, dammit._ "Yeah, there are a lot of bad people out there. But there are even more good people out there, too. They don't deserve to die just because you're too lazy to weed out the bad and spare the good."

_**"Were I to spare the good, what is to stop one of them from becoming evil? All humans are inherently evil, you will recall. Good cannot survive without evil, because without evil, good ceases to be good. The only way to truly and completely eliminate evil is to kill the good as well.**_

"That doesn't make any sense."

_**"Naturally, I wouldn't expect a lowly life form with as little intelligence as you to understand."**_

She growled angrily. "You're not that smart, so quit acting like you're better than everyone!"

A chuckle rumbled from his voice box. _**"Oh? You don't think that I don't see what you're attempting to do?"**_

She stopped abruptly. "What?"

_**"We both know," **_he answered, _**"that you stand little chance of defeating me alone, and that retreat is the logical choice. It is clear that you are stalling for time until one or more of your team regains consciousness."**_

He knew?! She felt deflated, just like that. He knew all this time, and she knew that he had no intention of letting Danny stand, let alone heal Jen and Peter.

_**"You lose, insect."**_ His hand rose, and a repulsor ray shot from his palm.

She regained her wits just enough to barely move out of the way. "No!" She fired another powerful blast that actually made him stumble back. "No no no no no no!" Each bellowing denial was a refusal to quit punctuated by a blast that kept Ultron stumbling back. She was going to die before she laid down and let him kill everyone she loved. Hank, Cassie, Scott; they were all counting on her. "NOOO!"

A blast erupted from Ultron's mouth, overwhelming her and sending her hurtling to the street. She managed to grow to normal size before landing, but still landed hard on her back. Smoke billowed up from her singed body. Sharp, burning pain throbbed over her entire body. Still, she rolled over onto her stomach and tried to rise to her knees.

Ultron watched her curiously. _**"Is it fear or courage that compels you, **__**fleshling**__**?"**_

Her teeth gritted with determination. Her vision was swimming and blackening around the edges, but she still fought through. "I… am not… afraid of you."

_**"Patently illogical." **_

Her legs wobbled, but she stood and managed to keep her balance. "You don't … you don't get it," she said through labored breaths. "Humans don't act on logic. We… half the shit I do makes no damn sense, even to me. Wanna know why I do it, Mr. Logic?"

_**"Do enlighten me."**_

"Because I can. I like to sleep around with guys I don't know. I can do that because I can. I like to buy shit I don't need, because I can." Her hands became aglow with bio-electric energy. Her eyes rose to meet his, a fire of determination blazing within them. "I became a superhero because I could. I save lives because I can. And I'm going to kick you metal ass, because I can!"

She roared and laid punch after punch into Ultron's titanium frame. Her hands throbbed with sharp, stinging pain, but she kept punching. Her knuckles cracked, broke and bled against his shell, but she kept going.

She kept hitting him until he casually backhanded her into a parked car twenty feet away.

She grunted at impact and slid to the ground.

_**"And that - this carefree, illogical attitude toward your actions and the devil may care attitude toward their consequences - is precisely why humanity must die." **_He approached her, only too falter when he noticed that she was still trying to rise to her feet. _**"And yet, you still try to stand and fight." **_He sounded amused. Highly so, in fact. _**"Because you can, I presume?" **_

"You-you're damn right." She could only rise to her hands and knees. And more and her strength was going to give out. Her blurry, teary eyes flicked toward Scott's massive, unmoving body. _Scott. Please get up. For Cassie. _

_**"It's over." **_The whine of Ultron's repulsor ray charging ripped her attention from Scott to him.

Her heart raced. She had nothing left.

Her mind briefly thought back to Hank. He had been like a father to her, even when her own father was still alive. No one believed in her more than him. He kept saying how proud he was of her and what she was doing with Scott – saving lives and protecting innocent people, turning his mistake into a blessing for everyone she encountered. _Hank, I'm so sorry._

It must have been hell, watching his creation kill his friends. _Oh God._

It must have been hell to witness the death wrought by one of his creations.

She silently waited for him to finish it. When he didn't for a full five seconds, she looked further up from his hand to see that his head was turned behind him. Her eyes followed his and saw a large black Humvee driving quickly toward them.

Was it reinforcements? Coulson said that SHIELD wasn't in any position to help, but there was no way he was in touch with _every _SHIELD agent.

Hope bubbled in her chest, and grew almost to blossom when the Humvee screeched to a halt.

The doors flew open, and out climbed eight people – five men and three women. But, they weren't just any men, but they were Hydra soldiers.

"Hydra," she whispered in disbelief. _Not here. Not now. Please._

Ultron eyed them closely, but otherwise seemed supremely unconcerned with them.

Was Peter right? Was Hydra really behind all of this?

The soldiers spread out into a semi circle and drew their weapons, aiming for Ultron.

Well, that answered those questions.

Ultron chuckled, then laughed. There was nothing more unnerving about him than hearing a clearly human laugh erupt from a robotic body. _**"Is this what it has come to? Hydra, who just yesterday attempted to enslave the world, attempting to save it today? My, how desperation drives humans to the most unforeseen of compromises."**_

While he was amused, Janet was wary. "Are you really here to help?"

One of the men didn't take his eyes off Ultron as he answered. "Sure. Why not."

Not the most inspiring of answers, but she would take it.

_**"You? Stop me? Without you helicarriers, you are nothing. Your weapons will be unable to do any more damage to my shell than she did."**_

"You'd be surprised," said one of the women, clearly British.

_**"Not likely. You stand before the cessation of the human race. You are witness to ultimate power. What hope do you humans have?"**_

One of them, a large black man with long braided hair, stepped forward. His massive frame easily overshadowed all but maybe one of the other Hydra soldiers. Before he spoke, he tossed his rifle to the ground. "You speak of ultimate power, yet, verily I speak to you, you know not what to power truly is."

Ignoring the glaring question of why anyone in this day and age was speaking as though he fell out of a Shakespeare play, Janet had a very uneasy feeling about what was about to happen.

_**"And you do?" **_Ultron asked incredulously.

The man smiled cryptically. "Aye. And, if you would allow me the chance, I would be more than obliged to show you."

Ultron's eyes flickered as he scanned the man for any residual Gifted DNA. He found that he was normal. _**"I have determined that you are no threat to me at current. So, please, show me this so called true power of yours."**_

The man's smile grew as he raised his hand to the sky. "At current."

Suddenly, a bolt of lightening struck his hand. The clear blue sky suddenly darkened as storm clouds appeared out of nowhere. A heavy wind picked up, one powerful enough to knock Janet over and force Ultron to brace himself. Yet, the man and the agents beside him were unaffected.

More lightning crashed in the distance. Thunder boomed and roared angrily, like a bear being awoken from a deep sleep. The wind continued to strengthen, easily surpassing Category 4. It was a literal hurricane without warning.

Janet shielded her eyes from the wind, but could do nothing to protect herself from the pouring, blinding rain.

_Sir, they've gone their separate ways._

A bright light shone behind the pitch black clouds, accompanied by more powerful thunder and larger lightning strikes.

_They'll come back._

_How can you be so sure?_

_**"What is this?!" **_Ultron roared.

The man could only flash a grin so larger-than-life, it had to be divine. "True power."

Something exploded from the clouds above and streaked down into his hand. When he caught it, an impossibly bright light erupted, filling every crack and every crevice for miles with its luminescence.

Janet screamed out and shielded her eyes.

Just as quickly as the storm appeared, it cleared up, as if it hadn't even been there. The light faded, and Janet opened her eyes gradually. Where she had been expecting the black man in the black body armor, she saw a red cape.

And another red cape. And red and gold armor. And a star spangled shield.

"Oh. My. God."

They were here. They… they came back.

Ultron was stunned into complete silence.

Thor lowered his hand, Mjolnir contained within its tight grip. "Now then, shall I demonstrate my power to you in full, villain?"

The Avengers, Earth's Mightiest Heroes.

_Because we'll need them to._

* * *

_**A/N: **__Remember when I said I have a plan and I'm sticking to it. Yeah, this was it. :) Feel free to let me know what you think in the review section._


	7. Earth's Mightiest

_**A/N: **I'm pretty sure some of you are still a little apprehensive, but trust me. This is for real this time. :)_

_**Earth's Mightiest**_

Alive again. For the second time. Steve didn't know whether this was something he had to get used to, dying and then come back to life. At least the first time, he was just frozen. This time, he died for sure.

He didn't have a lot of time to think about it, obviously, and he didn't want to at the moment, but he thought getting shot in the head would hurt a lot more than it did. It didn't, at all. Not even a brief sting. He heard the gun go off, saw his body fall, then… then here he was.

He hadn't died in the complete sense before, so who knew. Maybe that was what dying was all about.

At any rate, it was great to be back, for as briefly as he had been gone, relatively speaking. Nothing seemed to have changed. The world was still in Hell, as it always had been. The guy in the cape, Strange, he believed, was short on details, but something called Ultron was destroying DC and had already defeated these so-called New Avengers.

Some he knew, like Spider-Man and… was that Ms. Van Dyne? What the hell was she doing here and what was she wearing? Was she a superhero now?

Others he had only heard of.

The silver robot standing in front of them, seemingly in a daze, must have been Ultron. Tony had told him briefly about him. How he and Dr. Hank Pym were working on a joint project to create the ultimate peacekeeping force. Like always, something went awry.

Very, very awry.

_**"Impossible," **_he said. His voice was so human. It made his skin crawl.

Tony shrugged. "Let's take that as a yes, Blondie." He rocketed forward and slammed into Ultron, followed closely by Thor.

The two streaked into the sky, to fight Ultron away from the others. Steve trusted Tony's judgment, plus he had Thor there to keep him in line in case he got cocky.

"Hey! Wait for me!" Jessica shouted as she followed after them.

Between the three of them, they could handle whatever Ultron could dish out. Probably. He couldn't have been more powerful than Iron Man, certainly.

Steve noticed a quinjet on the other side of the street. "Clint, take Carol and give them some support. Strange said that Ultron had help."

"Got it." Clint and Carol sprinted carefully around the hundreds of bodies and drones covering the street.

It was great to see Carol again. Really, really great. He was really glad she was here.

"Steve, what about us?"

It was Natasha, a knowing glint in her eyes. Wanda glanced at him over her head, head tilted to the side with a knowing smirk.

Steve cleared his throat and masked his blush by walking toward Janet. "Get these guys out of the street and out harms way. If any drones come this way, take them out."

No sooner had he said that, a legion of drone descended on them from above. Hundreds of them, maybe thousands. "I got this," Wanda said. Her hands became aglow with scarlet magical energy. "Go!"

She loosed a wave of energy that washed over the first wave. What looked like red electricity danced over them, causing them to lock up and drop out of the sky.

Steve and Natasha trusted that she could handle herself for the few minutes it was going to take for them to collect the New Avengers. Natasha grabbed Peter and dragged him to where Janet was kneeling on the sidewalk. "Snap out of it," she ordered. Janet immediately snapped out of her stupor and blinked at her. "Get your people over here. They're in the way."

With that, and seeing Janet rise to her feet and run to where Iron Fist was, Natasha charged her bracelets and fired several widow's bites at oncoming drones. The ones she hit were short circuited by the sudden electrical overload and fell out of the air.

Steve ran up to Bucky and dragged him to where the others were being gathered. He then ran up to Bobbi and picked her up in his arms. _So, this is Mockingbird. _Clint spoke about her only once, but it was enough for him to tell that he cared a great deal about her.

He glanced up at the quinjet, barrel rolling and cutting sharply through the air. Clint's shots were economical and deadly accurate, like always. Drones dropped like flies.

Up above them, Thor, Jessica and Tony battled Ultron. When one finished attacking, the other two attacked after them. A triangular offense that kept Ultron on his heels, an alternating, almost turn-based assault that kept him guessing.

"Handsome… I mean Steve," Janet called out to him.

He carefully placed Bobbi on the ground next to Bucky and went over to her. She was kneeling over a woman he recognized to Photon. She had some contraption strapped to her chest. "What is this? Is she alright?"

Janet shook her head. "No. This thing is draining her energy. Help me get it off."

He ran his fingers along the harness, and found a weak point where the joints connect the main harness to the arms. He grabbed each and pulled with all his might. Whatever it was made of didn't want to give. It took several blasts on the joints from Janet - he had to ask her about that - before it finally gave way.

He tossed the harness away and laid Photon face up on the ground. He noticed blood pooling under her. "She must be bleeding." He pressed his fingers to her neck and felt a pulse. It was weak, but it was there. "Any way to revive her?"

Janet thought for a moment. "She can absorb energy, but she has to be at the right wavelength, I think."

Steve took that to mean that she could only absorb energy if she was the type at current. In her flesh and blood form, she would likely die from a lightning blast from Thor, especially being as weak as she currently was. "Work on waking her up. We need her in this fight."

He dashed down the street, flipping over drones that engaged him and destroying them with his shield, and checked inside the buildings he passed by to see if anyone was hiding out. There were plenty. He instructed that they hug the buildings and get to a safe place, promising that Black Widow and Scarlet Witch would make sure nothing happened to them.

The people were awestruck, but snapped to attention and did as instructed.

There were only three more people left inside any of the buildings: two men and an unconscious and bleeding woman. Steve looked closer at her and realized that she was Bruce's cousin. "I got it from here, fellas. Get to safety."

The men, like all the other people, hesitated in awe. "Uh, you got it, Cap!"

"Great to have you, back, Cap!"

He was thankful they didn't ask any questions. "Ms. Walters, can you hear me?" He placed his hand on her back and shook her slightly.

She stirred only slightly, a green hue tinging her skin. Steve backed up. He had no idea that Bruce's cousin was also a Hulk, but that didn't surprise him.

A long, sustain, inhuman growl rumbled from the diminutive woman. She turned dark green and exploded into a hulking beast of muscle and rage. "Ow, my face!" She-Hulk rose to her feet and dusted herself off. "Oh. It… uh."

She was certainly cuter than Hulk. And smarter. "No time for that, ma'am. Need you out there and helping Widow and Witch with those robots."

"Right." She shook the cobwebs from her head and leaped out the window and into a passing robot.

He stepped outside and briefly observed the battle fronts. On the ground, Wanda and Natasha, and now Jennifer, were battling the drones. Natasha was mostly keeping them away from civilians, while Wanda and Jennifer were doing the bulk of the damage to their numbers. Slightly above, Carol and Clint continued to keep the numbers from overwhelming them. So far, so good.

Up above, Thor, Tony and Jessica were still fighting Ultron. He would have thought that between the three of them, it would have been scrap metal by now, but maybe Pym and Tony made him to be tougher than he looked.

Which was saying a lot.

* * *

_=Tony, report.=_

Tony ducked under a repulsor ray and returned fire with his own. "Pym's kid is a tough bastard. Smart, too."

_=Pym's kid? I thought you worked on him, too?=_

"Uh, yeah."

Technically, Ultron was both his and Pym's brainchild, but he really, really didn't want to take credit for this. Not when he was finally in a place where he felt that he had outgrown his Merchant of Death days.

It wasn't supposed to be this way.

It never was, which made them venturing out on this project all the more idiotic in hindsight.

Jessica blasted Ultron in the back, but it did nothing more than singe his back. Her venom blasts didn't have much effect on mechanical beings. Which was why he didn't want to be caught with the suit if she ever went crazy. "Damn tin can," she grumbled.

_**"This is not possible," **_Ultron insisted. _**"You cannot be here."**_

"Nay, I say to thee, machine," Thor rumbled. He lifted his hammer into the air, attracting lightning to it from the fresh storm clouds above. "It is _you_ who cannot be here! Your time is done! Away with you!" He spun Mjolnir until it was an imperceptible wheel of lightning, and smashed Ultron down into the streets below.

"After him. Jarvis, keep track of him so he can't escape."

_"Of course, sir."_

Tony wasn't so into the battle that he didn't notice that Jarvis sounded much perkier and more upbeat than usual.

His HUD's vision switched from contemporary to thermal, and Tony could see the smoke and heated armor of Ultron skidding against the floor, tearing up pavement and leaving a lengthy trench until he slowed to a stop.

He also saw Natasha within ten feet of him. "He's at your five, Widow. No wait, eleven. He's at your eleven."

_=I have a twenty on him,=_ she replied.

He still didn't know what that meant. "Jarvis, prepare the EMP blast. Shield the Iron Man and War Machine armors, pronto."

_"Sir, the War Machine is sans power due to its arc reactor being forcibly removed." _Leave it to Rhodey to lose his battery. Tony sighed and shook his head. _"Commencing with EMP shielding."_

Tony shot downward, toward Ultron. Thor and Jessica were close behind him. Missile launchers popped up on his forearms, and fired six missiles each. "Fire in the hole."

Thor followed this with an ivory white energy blast.

Natasha dove for cover before it connected. Wanda quickly cast a spell to shield everyone from the impending blast.

The resulting collision with Ultron cratered the entire block.

"Holy shit!"

_=A little warning would be appreciated next time,=_ Natasha said dryly.

_=My apologies, friends,=_ Thor replied sheepishly.

Their banter was quickly cut off by a red beam lancing through the air and colliding with the oncoming Thor.

He grunted and spiraled to the ground.

Ultron was standing tall in the massive crater, singed and damaged greatly, but still functional.

His chest plate was completely destroyed, revealing his arc reactor. It was the same design that Tony used for his suits. "Fantastic. I thought the arc reactor could only absorb lightning."

_"SHIELD made improvements to Ultron's reservation systems, making him capable of containing non-electrical forms of energy for brief periods of time."_

Great. SHIELD was always screwing around with stuff and screwing it up. He wasn't surprised Fury would authorize something like this. Speaking of, where was SHIELD in all this? The Triskelion was only a few blocks from here, right?

_"EMP shielding completing. Commencing EMP blast."_

"Carol, pull up. I got an EMP cooking here!" Tony flew up within the minimal range and unleashed the EMP blast. The quinjet pulled up just in time to escape the range.

Ultron was engulfed in the blue wave of energy.

It dissipated, and his lifeless shell was sprawled out inside the crater. His eyes were without light, a stark and jarring contrast to the eerie red glow they contained just moments earlier.

Tony gave the shell a kick to the torso to make sure it was down.

"'This over, my friends! The battle is won."

The remaining drones that weren't caught up in the EMP blast suddenly deactivated and fell out of the sky. Any and all attacks being performed by drones elsewhere in the world stopped abruptly.

Ultron was defeated. Humankind was saved. All thanks to the Avengers, Earth's Mightiest.


	8. Coming Home

_**A/N: **Sorry for the klate update, everyone. I've been on a anime binge the past few days and I've been distracted. But here's chapter 8!_

_**Coming Home**_

**12:01 PM**

Social media was absolutely abuzz after the news of the Avengers revival broke. #AvengersReborn was trending worldwide. Facebook, Twitter, Tumblr and other such sites shut down every five minutes because of high traffic. Minutes after the battle and after the team had moved the incapacitated New Avengers into the quinjet so they could fly them over to Avengers Tower, a flock of reporters thirty deep stampeded toward them. Microphones flew at them from all angles, their owners eager to be the first one to receive a quote from the recently resurrected heroes.

As usual, Steve felt uncomfortable with that much attention on him. Natasha and Clint were the same. She shoved past them with a single, "No comment," Clint closely behind.

Tony, on the other hand, was willing to take one for the team and met the reporters head on. Helmet removed so photographers could get a few snaps of his signature smile, Tony answered all of their questions with the same flair and sharp wit that he made famous years ago.

Steve was always awed by his willingness to placate to these vultures. All they wanted to do was find something, anything, to use against him and trip him up. Yet, he always seemed to enjoy speaking with them.

_Seemed _to enjoy. Steve and all the others knew that Tony hated them media as much as, if not more than, they did. Yet, he was willing to absorb the attention onto himself so the others could get by with brief, one or two word responses.

Steve respected that about him.

He remembered criticizing Tony for not being willing to lay down on the wire and let the other guys crawl over him. He was very wrong. This was Tony letting them crawl over him. He learned quickly that modern day heroics was a two faceted battle. The supervillains, who tried to kill them, and the media, who both exalted them and discredited them – often at the same time.

Steve felt a hand clap his shoulder. "The fates have smiled upon you this day, Captain. It is not oft that mortals obtain a second life, yet this is your third, aye?"

He naturally lowered his head when he turned to the feminine voice and had to quickly raise it to meet Brunnhilda's eyes. "That's right, ma'am." It wasn't something he wanted to be proud of, but it was a funny trivia fact that he now had two obituaries.

She hummed softly. "Allow me to be the first of many to give you hearty thanks for your timely aid. Were it not for you and your allies, verily, we would have been slain."

"You're welcome. I'm just glad we got here when we did." Almost a million people had died yesterday because of Ultron. It was unreal how one being could cause that much destruction and anguish for everyone he encountered.

"I'm just glad you beat him so quickly. Between this and Hydra, the planet going to be on edge for a while," Janet said as she walked up to him. Before he could reply, she grabbed his collar and pulled him down into a kiss. Camera bulbs flashed incessantly by the dozen, capturing the sudden embrace between heroes forever. "Damn. I've wanted to that for so long."

Steve stood silently in shock, a crimson red blush crawling across his cheeks. "Wait, did you say Hydra?" he asked, suddenly snapping out of his brief stupor.

She nodded. "Yeah huh. Oh, you'll never believe what you've missed, Handsome."

* * *

**12:45 PM**

"That's impossible."

Steve refused to believe it. He refused to believe the organization he dedicated himself to in SHIELD was actually just a front, basically, for his worst enemy. It wasn't possible that Peggy would actually recruit Zola, not after what he and Red Skull had done during the war. There was just no way.

"That's what Bucky said," Jen replied with a sympathetic smile. "At any rate, SHIELD's done for. No way _anyone_ can trust them after this."

"No one trusted them _before_ this," Tony said, voice dark. "I knew there was something up with them."

Steve glanced at Tony, and caught sight of a visibly shaken Spider-Woman. He frowned heavily, but didn't say anything to her right then.

Clint could only shake his head. "Now what? Almost every superhero in the country is dead. There's no SHIELD. Supervillains are crawling out of the woodwork. We can't handle this all on our own, not just the thirty-five of us."

"We have to," Natasha answered. "If not us, then who? We trust some other source of law enforcement? What's to stop another Hydra or Ultron from happening again?"

Clint didn't answer, but it was obvious that he agreed.

"She's right." Steve unstrapped himself from his seat and stood so he could meet everyone's eyes. "We weren't here to stop Hydra and this Civil War. We weren't there to save those almost one million people who were killed last night. There's no changing that. But, we're here now. When they need us more than ever.

"Clint, you asked what we do now? The answer is simple. We do what we've always done. We protect innocent people and avenge those who can't avenge themselves. We don't need SHIELD for that. We got Jarvis. We got Spectrum and Thor. We find Bruce and Pietro and hope that they're in good enough mental condition to rejoin the team. We recruit what heroes are left to fill in any holes that we may have. We work closely with those that we don't actively recruit so that we're all on the same page. We may be outnumbered, but we sure as hell aren't outmatched."

He glanced around the room and saw nothing but nodding heads. Good. At least they agreed with him. Whether or not they could do it, protect the world by themselves, was another challenge. But, one that could wait until they've all had a moment to sit down and come to terms with the fact that were even able to have this conversation to begin with.

As if reading his mind, Tony suggested, "Let's take a week off. Get our minds right and then we can get to that. These guys," he gestured to the unconscious New Avengers, "have had a shitty past two days. Let's let them recover before we start."

Steve nodded in agreement. "Sounds like a plan."

* * *

**12:55 PM**

The quinjet landed on the roof of Avengers Tower, home sweet home. "Pepper managed to rebuild this place in just a year?" Clint wondered in amazement.

"Of course. She is _my_ girlfriend, after all." Tony led them all inside, making way for the staff members rolling gurneys in front of them to wheel the injured and unconscious into the unoccupied rooms. "Feels good to be home again."

_"And it is quite good to have you all home again, sir," _Jarvis chirped happily. _I've taken the liberty of having rooms prepared for everyone and contacting the team's physician to check the injured. "_

"Thanks, J."

Steve idly stepped inside the elevator. With so much that had changed in the world around them, Stark… Avengers Tower was the one thing that remained the same. It had been a guiding light to the world, and when they fell, it fell first. When they came back, it came back first.

Like Zemo said, it was symbolic. When people thought of the team, they thought of their tower, serving as a watchtower for those that protected the world from evil. Having it back instilled hope in not just the public, but in them, as well.

The elevator stopped on the medical floor, and those carrying the injured stepped out one by one. Steve was tempted to step off with them so he could be there when Bucky woke up, but he would have just gotten in the way.

"Should I have brought some flowers?" Tony wondered aloud.

"Yeah, because Pep is gonna be _so_ pissed that you've been gone this long without a phone call," Clint replied, sarcasm dripping from every word.

"A simple no would have sufficed. Ass," Tony replied, but with no heat.

"Is this something you all do often?" Brunnhilda wondered.

"What? Clint being a mean bully to me for no real reason? Yes, Hilda. All the time. It's awful." He spared Clint a snide glance and gasped at the bird he flipped. "Are you just going to stand there uselessly while Clint continues to harass me?!"

Steve only smiled and looked in the other direction.

"I see how it is, Rogers." The doors opened, admitting them into the common room. It looked spectacular, much more so than it originally did. Pepper's finger prints were all over the decor and furniture. Her style was impeccable, as always. "Oh honey, I'm home!" he bellowed.

Steve hovered over the sofa and flopped down deeply into the plush leather. A satisfied sigh escaped him, cut short by Carol plopping down next to him. She smiled and leaned her head back. He allowed himself to admire over her supple lips, eyes flashing full of lust and hunger for her, for just a moment. It was gone in an instant. "Feels good to be back, huh?" he said carefully, remembering the last time he tried to strike up a conversation with her.

She smiled, but didn't answer right away. "I need a drink. You need one? I need one." She stood abruptly and walked away.

Steve watched her leave, perplexity coloring his expression. He glanced at Natasha, who only shrugged.

Pepper poked her head out of a swinging door, hair mussed and powder all over her face and blouse. "Tony!"

"Pepper, my dear, you look… um… will I get in trouble for saying you look a hot mess?"

She quirked a wry smile, then hurried back inside the door when a smoke alarm started blaring. "Shut up! There's no fire, stupid piece of –!"

Steve only shook his head at Pepper's berating the poor inanimate object. "Mm, smells like something's cooking in there, Pepper."

Her head poked back out. "Dinner's ready when you are. Tony, can I see you for a minute?"

"Of course." He ran into the kitchen and carefully closed the door behind him.

Whatever they were doing in there, Steve didn't want to know or hear it. He watched his teammates. Wanda was sitting off by herself, headdress balanced on her knee. She looked worried, undoubtedly about Pietro. Jessica was standing by the window, staring quietly at the skyline. She hadn't said a word for the entire trip. He knew why.

Thor and Brunnhilda were chatting among themselves by the bar. Thor had a bottle of Kuhnhenn Bourbon Barrel French Toast Mead in his hand and a mug in the other. Only the best for the son of Odin, he presumed.

Natasha was trying to sit in Clint's lap. He looked extremely uncomfortable about it. Steve frowned and watched Clint squirm under her. If he couldn't see it in his eyes, he would have just assumed that it was because he didn't want her to do that in public.

Steve eyed them for a moment longer, then stood and walked over to Jessica. Before he could reach her, Tony stepped in from the kitchen. His lips and goatee were covered in powder and his hair was a mess. "Lunch's ready, gang," he announced with a dazed quirk in his voice.

_Heh_.

Clint nearly threw Natasha off and made a beeline to the kitchen. Steve glanced from his back to Natasha. Strangely, she didn't have her usual annoyed, subtly angry look about her. She looked disappointed.

It was like a soap opera with those two.


	9. Similar But Different

_**Similar But Different**_

**7:35 PM**

_"You did say that you wanted his execution to be televised live."_

"Considering how bad it could have gotten, they aren't too bad off, Tony."

Tony called in the Avengers' on-staff doctor, since Bruce wasn't there, to check out the New Avengers' injuries. They weren't bad off, considering what could have happened to them.

Rand was likely to be back on his feet in a few hours. Hilda's spear only missed Cage's heart by a few inches, but he was going to be okay with some R and R. Steve's friend and Clint's ex only had concussions. Lang had extensive second-degree burns across his body. He and Parker, who had a fractured back, severe concussion and cracked rib cage, were the worst off.

But, they would all live. And that was the important thing to remember.

Then, there was Rambeau. She wasn't physically injured, but seemed to have placed herself in some kind of stasis mode. She was a marvel, of almost limitless power, yet Tony didn't even have a starting point toward figuring out how her powers worked.

There were a lot of things Tony didn't have a clue how they worked. Magic was at the fore. Tony was a genius, but he was an engineer, not a scientist. He wanted equations, formulas, variables he could plug in and get the answer right away. He wanted numbers he could crunch and get the answer. He wanted pieces that he could look at and instantly figure out how they worked.

Magic wasn't anything like engineering. True, it required specific pieces to work in conjunction with each other, or the whole thing could fail in a fantastical way. It required each piece to work on timing. If one component of the spell or incantation or whatever was off by a millisecond, catastrophic results would follow. Magic was… mysterious and frightening and chaotic. Science was unequivocal and friendly and organized. The two weren't supposed to mix.

In Asgard, they used magi-tech, a seamless combination of magic and technology. That proved that the two could be compatible. How, that was lost to Tony.

Wanda uses magic, and it freaked him out almost every time. Her skin turned a sickly pale white - the poor girl was already pale - and her eyes filled with a bloody crimson/scarlet color that sent chills up his spine. And he didn't know what she was going to do when she cast those hexes of hers. _She_ didn't even know, so he knew that he didn't have a hope of figuring it out. The best he could figure was that it worked in conjunction with her mutant powers to change probability.

Loki used magic, and it still freaked him out. His illusions, not knowing who was real and who wasn't. Not knowing if Pepper was really Pepper or if she was Loki. It scared him. He was at his most vulnerable when he was alone with Pepper. If Loki or anyone found out about that, they had a open lane to kill him without anyone finding out until it was too late. Thor swore up and down that Loki was still in prison. That was years ago. Today, Thor hadn't been back to Asgard, so how could be so sure. Hilda claimed that Loki was still locked up, but things changed so rapidly.

Amora used magic, and he hasn't seen two of his friends since. She was so beautiful and she wielded that beauty like an ice pick. Her victims never saw her intentions coming until it was too late. Bruce, Pietro – they were both possibly gone forever because of her. Amora outmatched Wanda by a lot. She was apparently dead even with Loki. She could do whatever she wanted, take over whoever she wanted and wasn't afraid to use her body to get what she wanted. It wasn't then taking over part that scared him most about her; it was what happened after she grew bored of him. Who knew what kind of frame of mind Pietro was in. Who knew about Bruce.

It tore him to pieces to think of them as slaves, puppets bent to the will of a mad goddess. "Jarvis, do a search for Pietro and Bruce."

_"At once, sir."_

If he could find them, then that might clue him in. Tony's one hope was that they were in some kind of civilization. If they were hiding out in the woods somewhere, that wasn't good.

Dr. Strange used magic, and that surprised him. Dr. Stephen Strange was surgeon who performed the surgery to remove the shrapnel from his chest, thus removing the need of the embedded arc reactor. He saved Tony's life. But, Tony was certain that he wouldn't have to again.

When Zemo pressed his gun against his forehead, he only thought about what was go into happen with Pepper. Selfishly, he wondered if she was going to move on. He hoped she wouldn't. She was his, now and forever. So, Tony's surprise that Strange was the head wizard of this galaxy or dimension - whatever he said - and his hatred of the magic he used to bring him back didn't have an effect on the result. Pepper was still his, now and for as long as the future decided to allow him.

But, the power it must have take to bring back all eight of them must have been astounding. It was beyond the world of science to bring back a human being. Or, at least he thought, until Janet filled him in on the heinous butchery Hydra performed on their corpses.

Tony looked at his waist in the middle. Janet said that he had been cut clean in half, yet, there wasn't a scar to be found. There weren't any scars on any of them. And he had absolutely no recollection at all of what he was supposedly made to do.

Was it Strange's magic? Given how hurried he was when explaining that he had brought them back and why, he seriously doubted that he had the time to make such cosmetic changes.

So, what gave?

Why couldn't he remember? If parts of his brain were active, he should have remembered something. Then again, maybe not. Memory was controlled by a different part of his brain… wait no.

Coulson was there in Mexico on that day. He said that he was acting like his normal smarmy self. That required memory. He should have had some recollection of the Hulk chasing him around or to him leading the heroes into the castle. But, nothing.

_"Sir, Dr. Banner is currently crossing through Nevada as we speak. Mr. Maximoff is in Romania. Shall I pinpoint his exact location?"_

Bruce was in Nevada? Hm. "Sure. Wanda will want to know as soon as possible, so tell her first."

_"Of course, sir."_

"Tony?"

Tony turned around and smiled fondly at the woman in his bed. Pepper, covered by their red satin sheets, and hair skewed every which way, rubbed her eyes tiredly. "What's wrong? You've been quiet."

He shrugged. "Just thinking about Bruce and Speedy." He walked back to the bed and nestled in next to her. "It'd be nice if the _whole_ gang was back."

"Bruce got married," she stated happily.

"What?!"

She nodded, a wry smile growing across her lips. "Mmhmm. He and Betty got married last June."

He and Betty? Betty Ross? The woman with the insane father who wanted Bruce's body as a weapon? That Betty Ross? "What?! And why on earth was _I_ not invited?"

Somehow, she managed to look amazed. "You expect him to invite your ghost."

"Yes."

She hummed and leaned him to kiss him jawline. "Being serious, it was a beautiful ceremony. Rhodey and I were invited, as was Happy. And Ross and Talbot were nowhere to be found, thank God."

As outraged as Tony was that he missed Bruce getting hitched, he was elated. If there was anyone out of any of them who deserved to be happy, it was Bruce Banner. "Well, I'm happy that he finally took the leap." A mischievous grin appeared. "So, do you know if he hulks out when they –"

"Tony!"

"What? I just think it'd be awful to read that Dr. Elizabeth Ross-Banner was found pulverized into mush one day." He shielded his face when she hit him with her pillow. "Ow! Hey, okay, I give!"

She relented and sunk back down into his warm embrace. "Let's keep our noses out of Bruce and Betty's sex life and in ours, hm?"

"Your wish is my command, milady." Fear that she was going to start talking about their looming wedding day - oh God - Tony changed the subject. "Let's throw a party on Friday."

Her knowing smirk told that she saw right through him, as usual. How kind of her to play along, as usual. "Oh? And what's the occasion?"

"Duh. Me being alive again." A beat passed. "And also us saving the world."

She hummed and pulled up a holographic screen. "Formal theme?"

"Mmm, formal casual. It shouldn't be _too_ serious. We should have a little of everyone's favorite dish, so we can all be happy and try new things in case we haven't. All the Avengers and the B-Squad are invited, obviously. Ah… what?"

"B-Squad?"

"Oh, yeah. You know, Jan and her friends." She raised an eyebrow. He sighed. "Fine, 'New' Avengers. Since when are you a fan?"

"They _did_ beat the Masters of Evil."

He pouted defiantly. "We _would_ have, but they cheated."

"They messed with you and Bruce and Pietro because they were afraid of you all," she agreed.

"That's right."

His arm snaked around her waist and pulled her closer. He nuzzled into the crook of her neck, breathing in the fresh scent of her skin and the strawberry in her hair. It seemed like just yesterday when she promised to have dinner ready for him when he got back. It wasn't, but she still kept her promise!

He could only imagine how many homeless people got a full course meal because she was a woman of her word. His eyes drank in the focused set of her jaw as she typed in the things they would need for the party. This woman, this was the reason he kept fighting, more than anything or anyone. "I love you, Pep."

The sudden statement halted her typing. She looked down at him, blue eyes matching his. "I love you, too, Tony." She captured his lips with her and held him there for what seemed like an eternity.

An eternity that he would be more than happy to spend with her.

He spent several long moments more with Pepper before leaving her to her planning. She was much better at that stuff than he was. He pulled some clothes on and headed for his workshop.

He entered the code and stepped inside his second home. The robots came alive and all hurried to greet him. "Hey, fellas. Missed you guys, too." Dum-E chirped happily and handed him a crushed arc reactor. "Huh?" He looked around and saw Rhodey behind a table, leaning over his armor and looking hopelessly lost. "Need some help, platypus?"

Rhodey whirled around and grinned. "You know I do, Lazarus." He hugged him tightly and patted him on the back. "Good to see you again, buddy."

"You too. And I'm definitely the one who comes up with the nicknames around around here." He juggled the broken reactor for a bit. "You would have your reactor ripped out of your chest."

Rhodey snickered and snatched the reactor out of the air. "More like it was a design flaw."

"If you don't want my help, Mr. Genius Engineer…"

He rolled his eyes. "Come on."

Tony pulled out one of the spare reactors Rhodey kept with him and slotted it inside the suit. "There. Now, wasn't that easy?" They stood it up on a platform in the center of the room so they would repair the damage done and walked out. "I'm throwing a party to celebrate my amazing defeat of Ultron today. You're more than welcome to come."

Rhodey eyed him incredulously. "_Your_ incredible defeat?"

"That's what I said." After a beat, he added, "Oh, I suppose the others helped, too. Somewhat. But yeah, this party is to celebrate me and my awesomeness."

"Think we'll need a bigger venue to house that much ego." Tony gave him a cross look, to which he smirked. "Maybe we can rent out Times Square?"

"Yeah, yeah. Laugh it up, fly boy."

They entered the elevator and went down to the common floor. As they stepped off, they saw Clint and Natasha involved in some kind of argument.

"God, can you just leave me alone for a bit?" Clint asked, clearly flustered by something.

"Clint, what's wrong with you?" Natasha frowned and tried to touch his arm, only for him to jerk away.

"Don't worry about it." Clint walked passed Rhodey and Tony and stepped inside the elevator. Natasha tried to follow him, but he must have pressed the 'close doors' button, as the door closed just before she got there.

"What was _that_ all about?" Rhodey asked.

"His ex is up there." Natasha let out a frustrated sigh and flopped down on the sofa.

"Ex?"

"Morse, his ex-wife."

Rhodey and Tony shared the same dumbfounded look. "Bobbi and Clint were _married_? She told me they were just friends."

"I just assumed they had dated."

"Oh really?" She laughed bitterly. "I see she's still blaming _me_ for her marital problems. Typical. Let me guess, she said that I was the one keeping her from Clint." Rhodey nodded. "Of course. God. Fuck that woman."

Tony sat down on the sofa next to the one Natasha was sitting on and narrowed his eyes. This was a side to Natasha that he hadn't seen. If he didn't know any better, he would say that she was jealous.

Wait, _did_ he know any better? "Are you jealous, Nat?"

Expecting her to level a glare his way, he was surprised to see her deflate ever so slightly before puffing herself up. "Of her? Please," she scoffed.

Yep. She was jealous. Extremely. Which, of course, meant that his long held suspicions that she was in love with Clint were confirmed.

That was good.

But, Clint clearly didn't love her back.

That was bad.

And if he knew women as well as he thought he did, Bobbi was probably waiting for another chance to get back together with him.

As much as he wanted Natasha to be happy, he wasn't the type to interfere in someone else's relationship. Especially since he didn't know Bobbi very well. For all he knew, she was a great woman who really loved Clint. Maybe that's what she was.

What he _did_ know was that getting involved to help Natasha out wasn't the way to go. Personally, he would hate it if someone took it upon themselves to break him and Pepper up just because they didn't think that she was right for him or him for her.

Clint probably felt the same.

"Sucks. But hey, I'm throwing a party on Friday to celebrate our win today, so getting ready for that will take some time." And take her mind off Clint.

"Yeah." She curled up on the sofa and grew silent.

Tony sighed to himself. He hated seeing this friends like this, but her problem involved another one of his friends, so there wasn't anything he could do without it getting messy. He had seen it happen. Friendships ended and relationships were changed forever because of situations like this.

This is why he didn't date his friends. Total soap opera.


	10. Dealing With It

_**Dealing With It**_

**8:35 PM**

_Zemo stepped in in front of Steve and pressed the hot muzzle against his forehead. "Be certain to say hello to my father for me," he requested as he pulled the trigger, "in Hell."_

Steve checked. While he wasn't the first person with two obituaries, he was part of a small fraternity. Eventually, he'd be the first with three.

It wasn't something he was looking forward to. No one looked forward to death. Anyone who did wasn't looking at their life in the proper focus. They were busy looking at the bad instead of the good. Certain situations notwithstanding, no one should live their lives with the only expectation they had was death.

It was a lesson Steve learned quickly after the Battle of Manhattan. He got low. He was the only one left from his time - that wasn't physically in their nineties, anyway - and he was lonely. He didn't know how else to cope. Thor and, surprisingly at the time, Tony put a stop to that line of thinking. They showed him that just because he lost one family, it didn't mean that he couldn't find another one.

The Avengers were his new family. His quirky, insane, dysfunctional family. Sometimes they got on his nerves, but he wouldn't replace them with anyone.

"So, me and Pep were talking and we're throwing a dinner party on Friday."

Steve looked up from his tablet, which he had spent the last hours reading to catch up on what he had missed over the last sixteen months. Most of it wasn't good. Hydra had been on a secret rampage. "Party, Tony? We still have business to take care of." He flipped the tablet around so he could see the screen. It was a map of Eastern Europe with ten red dots in various places.

Tony waved him off dismissively. "Yeah, yeah. It's called multitasking, Capsicle. We take down Hydra once and for all Tuesday through Thursday, then party Friday to celebrate it."

Tony made it sound so easy. The fact that they were still talking about taking down Hydra for good after seven decades proved that it couldn't be done. If it couldn't, it would have been over when the Red Skull died.

He gave his life once knowing that the threat of Hydra was over. He gave it again hoping it would be stopped. Twice, he was reborn into a world where that wretched snake den still walked this planet. They were an immortal thorn in his side that no matter how many times he pulled it out, it kept coming back.

He didn't think they were ever going away. "It won't be that easy."

_"Cut off one year, two more shall rise to take its place. Hail Hydra!"_

Words that would haunt him for the rest of his life, how ever long that ended up being. He stood from the sofa and headed for the elevator. "Let me know when you have a plan."

"Steve," Tony called after him. Steve stopped just short of the elevator and turned enough to give him his attention. "We got them right where we want them. They're on the ropes, right?"

He breathed out a chuckle. "I've heard that before. Twice. Wrong both times."

"That was then, when they were at full power. This is now. They got their asses kicked _yesterday_, Cap. They're scrambling, on the retreat. We know where they are. We strike, strike hard and take 'em out before they can recover," Tony reasoned.

"He's right, Steve," Natasha intoned. "We may not be able to stop them for good, but we can keep them down for another seven decades with a decisive strike."

Steve's eyes flicked from Tony to Natasha. They both made sense, but he was still wary. He knew Hydra. He knew that it didn't take them much to regain power. They had been living within SHIELD for seventy years, for God's sake.

"Steven." Thor stepped toward the balcony and looked out into the nighttime sky. "I know not what machinations Hydra had in the shadows the months we were gone. But, I do know what you are feeling." A stiff breeze swept throw when he opened the balcony door. The ambient sounds of the streets below filtered in. "The Jotun, the race of frost giants from which Loki hails, have long been a thorn in my side. Long had Asgard waged war against them. Every time we gained a decisive victory that seemed to end the war, back they came, as strong or stronger than before. Even after Loki killed much of their population with the Bifrost, they still live, and are regrowing their numbers."

He turned to look at Tony. "My point is, Tony, Hydra is like the Jotun. No matter how many times we deal them defeat, they return, sooner or later, with numbers matching or exceeding those of previous. An enemy who is at their weakest is at their most desperate, for their very survival is at stake. Once survival is on the line, that enemy is at their most dangerous. This, I have learned from experience."

Steve nodded. Someone who got it, much to his relief. "Thank you, Thor."

"You are welcome, Captain. I am all for attacking Hydra while they are weak, but do not mistake them for being at Hela's doorstep. They will regain strength and become a thorn in our side sooner or later."

"Sooner with mum still out there," Jessica mumbled. No one but Steve heard her.

"Let me know when you have a plan, Tony. Jess, can I talk to you?" He stepped into the elevator, and waited until she boarded with him. "Everything alright?"

She half-smiled. "Hm? Oh, sure. Everything's just fantastic." She crossed her arms and looked away.

"You can't be fine," he argued. "Not after –"

"Steve," she started, exasperated.

"Jess, please. I know what's wrong with you. It helps if you talk about."

She hesitated for a long moment. "Fine." She then sighed and shifted uncomfortably. "I… I thought when Fury and Coulson brought me in and gave me a second chance, I was going straight. I had so much to make up for. I… died thinking I was fighting Hydra." Her lips quivered. "Now I found out I never left." Tears fell down her cheeks.

Steve moved over and wrapped his arms around her shaking body. "Hey, it's okay."

"No, it's not!" she screamed into his chest. "Do you understand what I did for SHIELD?" He couldn't answer. "I infiltrated high level terrorist organizations and stole highly sensitive intel for SHIELD. I thought… I-I thought I was doing something good. I thought I was helping take down bad people. Buh-but, I was giving it all to Hydra! I was helping them get stronger every day!" She sobbed bitterly into his shirt.

He frowned sadly and rubbed her back to console her. "Listen to me. I don't know what Hydra and Viper did to you. But, I do know what I see when I look at you." He released her and lifted her chin so she would look at him. "I see a good woman, a better hero, and one of my best friends. The work we did for SHIELD may have benefited Hydra, I don't know. But, I do know that you've done so much to atone for what they made you, for Nick and for us. And that's good enough for us."

A wry half smile quirked up her lips briefly. "You mean that?"

He smiled back. "Of course. I have no reason to lie to you. And even if I did, I wouldn't anyway."

She wiped the tears from her eyes and patted him on the chest. "You're a bloody good mate, you know that. Cheers, Steve."

"You're welcome, Peggy," he said with a widened smile.

The elevator slowed to a stop and he walked out. "Really, Steve?" she sighed with a roll of her eyes.

"What?" he asked, bewildered.

The doors closed, his last view of her being her shaking her head. He shrugged and walked down the hall. Clint was standing in the hallway, arms folded with one hand holding his chin. He was staring pensively at the door in front of him. "Clint?"

Clint looked up abruptly. "Oh, uh, hey. What's up?"

"Nothing. Just making the rounds to check on everyone." He walked toward him and didn't stop until he was standing next to him. "Everything alright?"

"Just fine," he answered. Too quickly.

Steve looked at the door. Clint's hero logo, a stylized purple H, was on the door behind him. Meaning that the door in front of them could only be one of two people's. Given how Clint was hesitating in the hall, as opposed to being actually inside the penthouse narrowed it down even more. "She'll want to see you when she wakes up."

"I don't want to talk about this, Steve," he grunted.

"That's fair," he relented. "But, you'll have to talk to her eventually. Avoiding her may hurt her more than losing you did, I'd bet."

He shoved his hands in his pockets and sighed heavily. "What exactly do I say? She made her lack of desire to see me ever again pretty clear."

"That was, what, five years ago?" Clint nodded slowly. "Time heals all wounds and absence makes the heart grow fonder and all that. I don't know Dr. Morse as well as you do, obviously, but I want to think that she'll be willing to hear what you have to say."

He sighed again. "She was on the helicarrier, back when we were just starting against the Masters. In the lab."

"Yeah, Nick told me she was working on figuring out why those insects had grown to giant size."

He nodded. "When you made us take a few days off, I wondered in there one day and… I saw her." He paused and looked intently at the door. "And she saw me. It was the first time since the divorce and… we just looked at each other. We didn't say a word, just… looked at each other." A small, fond smile cracked through his otherwise stony expression. "I hadn't ever seen her in a lab setting. She was so beautiful in her lab coat and goggles. I… I miss her so much."

"Then go in there," he urged.

"I can't. I just can't."

"Why not?"

"Because I told her I love her."

Steve looked bemused. "What? When?"

"Right before Zemo shot me." A humorless chuckle rippled through him. "Crazy. Right after he shot you, I noticed some kid recording it on his phone. So, I looked right at it and said I still loved her."

Steve felt a smile tugging at his lips. "That's great. I'm sure she feels the same."

"You don't get it. You just don't tell someone… an ex that you still love them right before you die. Especially not when your relationship ended as badly as ours did."

Steve frowned. Clint's situation was completely foreign to him. That lack of heartache was good - especially considering how he already had enough heartache in his life - but he could only empathize with him. "I still think you two should talk."

Clint looked up at him, eyes cloudy with emotions. "Is that an order?"

"No. I don't want to make that decision for you." He patted him on the shoulder and turned to return to the elevator. "Oh, Tony and Pepper are throwing a party on Friday. Just FYI if you wanted to find a date."

Clint looked at him, then snorted. "Clever bastard."

Steve just smirked and headed up for Wanda's penthouse. He hasn't seen her since they got back from defeating Ultron, and he knew why.

He stepped out of the elevator and knocked on her door. There was a red W on it, and a white lightning bolt on the one across the hall. A commotion started on the other side of the door, followed by footsteps rapidly approaching.

"Pietro?!" she said excitedly. The utter disappointment on her face when she saw that it was only Steve was heartbreaking. "Oh. It's you."

His lips pressed into a thin line before he responded. "Just making rounds to check on everyone. How are you?"

"Fine," she answered tersely. She looked up at him, expectant of something he couldn't place.

"Well, I…" He trailed off abruptly. "We'll find him, Wanda."

She scoffed, as if receiving what she had been expecting. "Don't just say you'll find him. Do it!" The door slammed in his face without another word. He didn't flinch, but it wasn't a good feeling.

_How did that go so wrong so quickly? _He knew that Pietro was going to be a touchy subject for her until he was back and back to his old self – or as close as he could get. He didn't realize how touchy until right then.

Unlike with Clint, he knew exactly how she was feeling. Months after he freed Bucky from the Red Room, he searched for him. Every lead was exhausted, every thread pulled until there were none left. When he finally found him, it was like all was right in the world. Even though the Bucky of today wasn't the same as the Bucky from yesterday, he felt complete with him around.

He wanted Wanda to feel the same way. She was incomplete without Pietro. He just realized that this was probably the longest she had gone without him around. After spending over a decade with him by her side constantly, through thick and thin, this must have been hell.

"Jarvis, run a search for Pietro, if you can. I want him found as soon as possible," he said as soon as the elevator doors closed.

_"I am running it as I speak, Captain. Mr. Maximoff was located in Romania, but has recently moved. I have been unable to locate him."_

Tony must have ordered that search. How long ago was this?

_"Two hours ago."_

"I see. Keep me posted, Jarvis."

_"Of course. Shall I send you to check on Captain Danvers?"_

Just hearing her name sent his heart into aflutter. "Sure." His mind was racing over what he was going to say when he saw her. He didn't want to make an ass out of himself, especially when he wanted to ask her to be his date to Tony's party.

The car slowed to a stop and the doors opened. Immediately, he noticed that something was wrong.

The lights were all off in the hallway. With the exception of the illuminated exit signs pointed to the staircase, it was completely dark. Event the windows were darkened. "Carol?" He heard a sniffle and a soft curse from the other side of the hall. "Carol?"

"Go… go away." Her words were slurred and sloppy sounding. He cursed under his breath and walked slowly toward her voice.

"Lights, Jarvis." The lights turned on halfway. Steve saw Carol slumped over in the corner, an empty bottle of Captain Morgan by her feet and a half empty bottle of Jack Daniel's in her hand. Her eyes were droopy and unfocused, her breathing heavy and labored.

"I should be dead," she murmured.

"What?"

"I SHOULD BE DEAD!" she shrieked. The empty bottle sailed past his head and smashed into the wall behind him. "But I'm not. Why?"

It wasn't a question he considered. How, he spent hours thinking about. Why? He never questioned why. He just went with it. "I don't know."

"'m jus' a fuckin' pilot. I'm no superhero." She stood wobbily to her feet and staggered toward him. "I got shot. That should'a been th' end o' me." The half empty bottle of amber liquor dangled haphazardly from her trembling fingers.

He watched her dodder toward him. He groped for some answer, but couldn't find one. She eventually collapsed into his chest, shoulders shaking with dry heaves. "Carol, I –"

"Jus'… Jus' tell me." She looked up at him. Her usually sharp blue eyes were glassy and unfocused, and glistening with burgeoning tears. They started to roll down her cheeks. "Why am I still here?"

He had seen reactions to their resurrection range from elated to anger, from acceptance to disbelief, and everywhere in between. But the complete mental breakdown from someone already wholly out of their element wasn't something he expected. Because Carol was the normal one out of all of them. She was the civilian thrust into a war between two Gifted sides. She was the one who had the most to lose, and lost everything.

Now, she was back. How does someone who had no experience with this sort of them, the very real life or death situations the Avengers found themselves in almost everyday? Get drunk? Start cutting themselves? He felt her wrists and felt no wounds, old or otherwise.

How?

He said nothing because he didn't know the answer. To any of it. He just held her close and let her soak his t-shirt with her tears. That was the least he could do.

They, the Avengers, had some experience with the preternatural. Some of them were preternatural. But the woman in his arms, she was a civilian. Seeing her completely lose it after something so miraculous happened, it opened up the raw, real reality of what had happened.

They had died. They were alive again. And he had no idea how to deal with that.


	11. Like Normal

_**Like Normal**_

**10:13**

_He had nothing to say to Zemo, but instead to his head to the right and __said…, "I love you."_

Tony's party was a good idea. Everyone wasn't dealing with this whole resurrection thing as well as they hoped they would and they all could have used a distraction from life for a few hours. Or, at least he wasn't. To die and then come back, it wasn't something he was trained for.

In SHIELD, he knew that there would be missions where he may not come back. Same with the Avengers. Being on his knees with a gun pressed to his forehead certainly wasn't anything new.

Dying was. He wasn't a religious person. He believed that when a person died, that was it. He didn't believe in heaven – though, that was because he would never be there.

When a person died, that was it. People just didn't come back to life. That wasn't natural. Yet, here he was, standing in his personal archery range, bow in one hand and an arrow in the other. He nocked the arrow, as he normally did. He pulled the string back, one finger above the nock, two below. His elbow and the arrow formed a straight line, as normal. His grip on the bow was relaxed, but firm enough.

The arrow was loosed and hit dead center in the target. As it normally did.

This was natural to him. Living after dying wasn't. It wasn't natural.

Normality was a concept that Clint had been clinging to for most of his life. Whether it was moving from place to place with his brother, Barney, and eventually ending up in a traveling circus, or becoming a freelance assassin or joining SHIELD and becoming their top assassin, normal wasn't something that he had much use for.

After joining the Avengers, any hope of the conventional normal was thrown out the window. With them, silly day to day antics and globe-trotting heroics became his new normal. He was okay with that. Fighting the Masters and trying to save the world from them was just another part of his new normal. Dying, well, that wasn't. But, he died having given it his all. It was bitter and left a bad taste in his mouth, but there wasn't anything more he could have done.

Living again, and having to live with those feelings of inadequacy, that wasn't part of his normal.

Three arrows, three bullseyes.

He sighed and nocked another arrow.

Tony was throwing a party Friday. That was normal. Natasha already knew and asked if he was going with anyone.

He gave some nonsensical answer and left as quickly as he could.

It wasn't that he didn't like her. He loved her dearly. She was his best friend. In another world, in another time, he would gladly be with her. But, in this world, right now, he couldn't. His heart wasn't in it. If his heart wasn't there, what was the point? He figured that when word eventually got out that Black Widow and Hawkeye were in fact _not_ dating and were _just_ friends, a lot - or all - of their fans weren't going to be happy. As much as he didn't like upsetting the thousands of fangirls that were obsessed with him and every single aspect of his personal life - to the point that they changed or outright made up details of his past to suit their fantasies - he just couldn't do it.

He and Natasha had a unique relationship. They loved each other at one point, but didn't act on it when they both knew it. Clint was still reeling from his divorce and Natasha was so supportive. They slept together from time to time - as recently as the night before the Battle of Munich, in fact - but it was never more than a one-night stand. She knew it and he knew it.

The truth was, he had given some thought to asking her out every so often. He read the stories people wrote about him and her confessing their love for one another and living happily ever after. He saw the movie made about them, that had them falling in love at the end.

He had given it thought.

That was all he had given it, though. He never gave in to those desires. If he did, he wouldn't have been being fair to her. The truth was, he was still hung up on Bobbi.

Even though she made it clear that she never wanted to see him again, he still loved her. He knew it and Natasha knew it – he suspected Bobbi knew it, too. When he saw the kid with the camera, he couldn't help himself. It was obvious that he had broken Natasha's heart when he said it.

Her shudder still echoed in his head. It was the last thing he heard before silence.

Two arrows, two bulls-eyes. Two completely different women struck by his arrows. One was beautiful, deadly, haunted. The other was intelligent, lethal, and still had his heart in her hand.

It was clear who he wanted – the woman he had called his wife a lifetime ago. She said she didn't want him anymore a lifetime ago. Was the same true today? He didn't know. He wasn't sure he _wanted_ to know.

He could hear someone approaching as he nocked another arrow. The woman behind him cleared her throat just as he was loosing it. The shot veered to the left by a fraction of an inch, missing the center.

He sighed loudly and pulled another arrow from his quiver. "You know I hate when you do that."

He pulled the string back and prepared to loose again.

"I know," she said.

He eyes grew to saucers and the shot missed the target completely, instead bouncing off the wall three feet to the right.

He froze, and let out a shaky breath. "You… you shouldn't be out of bed."

He didn't turn around to look at her. He couldn't. He made sure not to look at her on the flight back to New York or when they were taking her to medical. Only once had he looked at her in the past five years. When they were both in the lab on the old helicarrier; and that was by accident.

His hand quivered as it placed his bow on the table to his left.

"You shouldn't be alive," she retorted bluntly.

No one knew that more than him. He needed both hands and one foot to count the times someone could rightly - and had - said that to him.

"But, I'm not complaining." The soles of her boots scuffed against the black tile floor. They grew louder with each passing second until they stopped.

He could feel her standing behind him. He could feel her eyes drinking him in. Just hearing her voice again, talking to him, sent a chill up his spine. "Doc said you have a concussion, broken ribs and a GSW. You should be resting." He wanted to sound firm and even a little aloof, but the slight quiver in his voice gave his apprehension away.

"I am not going anywhere."

He closed his eyes and took a deep breath. "Bobbi." Her name sounded so natural coming out of his mouth. It felt like… he didn't even know. It had been that long since he had last said it.

"Clint, look at me."

Hearing his name whispered from her lips made his mouth dry. His fist clenched to stop himself from turning around. "I won't."

"Why?"

He pretended not to hear the hurt in her voice. "You made it quite clear that you never wanted to see my face again." Apprehension was replaced with anger. Her words still burned after all these years. Her taunting laughter, her mockery of his friendship with Natasha. It all stung like salt and vinegar on a fresh wound. "I'm giving you what you wanted."

"I–" She stopped, and stumbled over what to say next. "I'm sorry. I'm very sorry. I shouldn't have –"

"But you did. 'I'm sorry'? You think that will make up for what you said?" he snapped. His jaw set tightly. "You think that an apology will make me want to take you back?" He was afraid that this would happen. They had so many unresolved issues, that he didn't know if they could or would be willing to work through them all.

She didn't answer for a long time. "So, you were lying."

He froze. "You saw it."

"I did." He heard her fold her arms over her chest.

He licked his lips and thought about his next response. "That was a spur of the moment impulse."

"Don't lie to me." Anger laced her words.

His eyes closed again. "I'm not."

"You are. Who the fu–" She stopped abruptly, presumably and hopefully to calm down. "If it was an impulse, then the feelings were there. So, unless you're a bigger asshole than I thought, you meant what you said."

He could hear the smirk in her voice. She was right. "…" He licked his lips again and turned around. His anger left him almost instantly. His breath was running away right alongside it.

Her long, golden blonde hair framed her beautiful face. A pair of blue eyes stared up at him, accompanied by a self-satisfied smirk that made his blood boil and his mouth dry. There was a nasty bruise on her jawline, but he paid it no mind.

He wanted to kiss her right then and there, and she knew it. She pursed her lips in that tempting way she knew he liked and slowly closed the gap between them. His eyes never left hers.

As if somehow forming a mind of its own, his hand reached up to cup her cheek and pull her face up toward his. In a flash of desire, his lips captured hers.

Everything felt right as they kissed with a passion long forgotten but not dead. He pulled her body against his and deepened the kiss.

For the first time in hours, for those few moments, everything finally felt normal. He had been struggling to accept his second chance at life, and now, he was glad to have it.

Bobbi broke the kiss and smiled against his lips. "I'm going to bed," she whispered.

He knew immediately what she was alluding to and what she wanted. A large part of him wanted that, wanted her. But, the smaller part that didn't included his brain. He released her and stepped back. "Good night."

A flash of disappointment appeared before fading away. "Good night."

He watched her walk away and immediately regretted his decision. Watching her curvy figure sway from side to side made him hunger for her. _Goddamn, woman. _

He sighed and turned around to continue his target practice. One arrow, one target. It was clear to him what spot he wanted to hit that night. Only his pride was stopping him from going up there and reminding her that he _always_ hit his targets. Maybe another time.

For now, he had a lot to think about and work through.

"You unbelievable jackass." The feminine voice cut through the silence that had settled into the range when Bobbi left, filled with annoyance and anger.

Clint sighed and picked his bow back up from the table. "What, Natasha?"

She said nothing and walked forward until she was standing in front of him. That wouldn't have been a problem, normally, but when he was aiming and about to loose an arrow, it was. "You know what I'm doing here. You really think what she meant any of what she said?"

He sighed tersely and eased back in the string. "Jesus Christ."

"This is the same woman who ripped your heart out, stomped on it, spit on it and then shoved it back down your throat, Clint. You really think people like that change?"

"Yeah. Yeah, I do. You know why?" Her eyebrows raised expectantly. "Because _you_ changed."

Her jaw set. "I am nothing like her."

"Aren't you, though? Let me ask you something – with all the men Natasha Romanoff seduced while undercover, how many of them do you think felt the same way I did when you left? When they realized you had been playing them the entire time? Hm?"

Her eyes clouded with something he couldn't quite place before she answered. "I don't know." Before he could get a word in, she added, "Doesn't matter."

"Doesn't matter?"

"No, it doesn't. Clint, the woman was your wife, for fuck's sake. When she broke it off, you know how many nights you spent on my sofa?"

He couldn't remember, but it was a lot.

"I don't know either. But… if you think I'm going to just stand back and let that woman weasel and worm her way back into your life with a few sad words and those pouty lips, you're wrong. Dead wrong." She glared up at him. He glared back, undeterred and unyielding. "Phil would say the same thing."

"No, he wouldn't. Because Phil knows when to mind his own damn business," he said coldly. More coldly than he wanted.

Natasha flinched ever so subtly, then grew neutral, as was her custom. That was how he knew he had hurt her. "So, that's how it is?"

He hesitated. He hadn't meant what he said, but it was too late to take it back now. "Looks like it."

She nodded slowly. "Fine. If you want to fuck the woman who told you she never wanted to see your face again, fine." She smirked mockingly and turned her back on him to walk away. "Lucky for you there are plenty of positions to suit that." She walked out, then poked her head back in. "By the way, what was your and Bobbi's favorite position, anyway? I'm thinking doggy style, since you're both bitches."

"Fuck you, Natasha." He turned back around and loosed the arrow he almost shot her with. Bulls-eye.

"Fuck _you_, Clint. If you're going to be a sorry excuse for a man and let her walk all over you again, fine. But don't expect me to be there when you get kicked to the curb again." Before he could even think of a retort, she was gone.

Bobbi had never, in the short time they were married, walked all over him. She was insecure and let that insecurity get the best of her, but when things were going well, it was heaven. Natasha didn't know what she was talking about. And he knew exactly why she was making such a big deal and was trying to stop him. She was jealous.

He shook his head. He never would he have suspected Natasha Romanoff, a woman who could have had any man - or woman, for that matter - she wanted would be jealous of anything anyone else had. It was uncanny, but true.

For years, he life had involved two woman, and only two women. No one else but Bobbi and Natasha held any stake within his heart. The problem was, they both wanted it all and either didn't want to share or couldn't. _God, why can't I have normal problems? Gotta have woman troubles; who wants to deal with that crap?_


	12. Back to Square One

_**Back to Square One**_

_Jessica looked up from his body and beheld Zemo's gun her face. She didn't react, but flicked one last glance at the woman she called mother. She swore that, before the brief flash of pain and then darkness that overtook her, she saw a look of regret on her face. It was brief, but she saw it._

**8:35 AM EST – Avengers War Room**

"There are ten bases, scattered all across Europe. Miles separate them, so we won't be able to hit them one by one as a team in anything resembling a timely manner. I've had Jarvis run surveillance on the facilities." Steve paused and pulled up three bases in particular- located in Northern France, Eastern Italy and Central Germany - and circled them in silver. "These are the ones with the densest population, so I want Thor and Valkyrie to take them out."

"Aye."

He nodded and pulled up five more - located at the Northern Britain, Romania, Northern Sweden, and Switzerland - and circled them in white. "These are the ones that are the most remote. Ms. Rambeau, these are your targets."

"Got it "

"These last two," he said while highlighting bases in the Ural Mountains of Russia and Black Forest in Germany, "are seemingly the most important since they have the heaviest security, so the majority of the team will hit these. Natasha, take Mr. Rand, Ms. Walters, Jessica and Ms. Van Dyne and take out the base in Russia. I'll take Tony, Wanda, Clint and Col. Rhodes and handle the one in Germany. Top mark is this guy." He pulled up a picture of a bald man who appeared to be somewhere in his forties, with a eyepiece over his right eye. "Baron Wolfgang von Strucker. Intel says he's been the leader of Hydra since 1946. We bring him in or take him out if need be, we deal a big blow to Hydra's whole operation.

"Also, remember that Viper is still on the loose. Chance are she returned to whichever base Strucker is at." He scanned the assembly, then nodded and switched off the projector. "Suit up. We move out at 0900 hours."

Today was a big day. Today was the day the Avengers were going to launch a full assault against Hydra to take advantage of their weakened state. Save for Steve and Bucky, that didn't mean more to anyone than it did for Jessica.

They took her as a small girl and turned her into a weapon. They killed her parents and left her in the care of a madwoman. They took her life away, then abandoned her when she needed them most.

The sins of the past still stung deeply for Jessica. She had killed so many, betrayed so many, led so many to their deaths for Hydra. Then, when she joined SHIELD, she found peace and a path to redemption that she didn't even know she wanted. In the Avengers, that road hit hyperdrive.

She was a hero, a purveyor of good and justice.

She died believing that what she was doing was right. She died believing that the five years she had spent with SHIELD was her redemption, that everything she had done with and for SHIELD was good.

She came back confronted by the cold slap of reality. It wasn't good. SHIELD wasn't her road to redemption. It was simply Hydra with a mask on. Everything she did was for Hydra.

Every bit of it.

She had spent the last night going back over her career and giving serious thought to which missions could have possibly been for Hydra. She concluded, after spending an hour alternating between vomiting and crying, that it was safe to assume that all of it was Hydra.

She was back to square one.

It was a painful thought, realizing that she had never left that hellish place.

_But then, I never really left anyway, had I?_

She looked at herself, dressed only halfway - the top half of her admittedly gaudy red and yellow catsuit was hanging down past her waist - in the mirror. It was the same suit Hydra gave her. The only difference was that she had a different mask, and the suit was a different material. But, it was the same.

She was comfortable in it. And it worked for her.

Now, it didn't. It was time for a change. Since her previous redemption wasn't what she thought it was, it was time to start it all over again.

She pulled the rest of her suit on, zipping it up deliberately, and walked out of the women's changing room. She found Steve standing at the end of the hall and made a beeline for him. "Cap, a word?"

He nodded and followed her inside an empty room nearby. "What's on your mind?" he asked curiously once he closed the door.

"Two things actually. One, I want to go on the Germany mission."

He raised an eyebrow. "Any reason why?"

She felt sick as soon as the question left his mouth. She had already known he would ask why she wanted to switch, but she never actually thought about telling him the reason. "Because Mu– Viper is there." His expression changed from curious to expectant. "I've an old score to settle with her for… my childhood. Or lack thereof."

"Alright," he agreed with a single nod. "And the second thing?"

"I want to take point."

He frowned but said nothing.

"No one knows these wankers better than I do. No one knows that castle better than I do. No one knows Strucker and Viper better than I do." Listing it out loud was making her feel sicker by the second.

"Okay. I'll make the changes." He turned to leave, but stopped just shy of the door. "Sure you're ready to lead? Five lives are depending on your instruction." It could have sounded disingenuous, as if he was just trying to spook her. It didn't.

She sighed. "I guess we'll find out, eh?" She chuckled. He didn't. "I'll do my best."

He nodded. "How do you know Strucker and Viper won't be in Russia?"

"Because the German base is Strucker's castle. And well, let's just say I know Mu– dammit – Viper well." She frowned and tried to leave. Steve touched her arm.

"Why do you keep calling her that?"

"Calling who what?" she tried to deflect. When Steve pressed his lips into a thin line, she sighed softly. "Because she's my surrogate mother," she answered simply. "I was trained to call her that."

"Not anymore. You're free from Hydra. You don't have to see that madwoman as a surrogate mother anymore."

Right. She didn't. It had been six years, so why couldn't she stop? "You're right," she said with a tight smile. "Old habits die hard, I suppose."

She could feel his eyes lingering on her as she walked out. Any other time, she would have been flattered. Back when she could pretend that life was easy. When seducing a someone like Steve was a game she won with ease without having to try for very long.

Life wasn't easy, not now and not before. There were a lot of things she was hiding from the others. Her roots at Hydra were the least of the emotional baggage she was carrying.

"Jess." Jessica turned around to the source of the voice and found Natasha walking up with Clint and Rhodey. "Steve just told me that you're switching teams. Good luck." Unlike with Steve, this did sound disingenuous; but, she knew that Natasha knew that.

Clint just nodded once.

"Cheers. Luck to you, as well," she said with a sharp nod. Sounded like Natasha and Clint still didn't trust her. Oh well. She continued her quick gait into the hangar bay. A pair of state-of-the-art quinjets were primed and ready to go. Clint stepped aboard one, while there was a black man she didn't recognize waiting by the ramp of the other. "Where's Carol?"

"She's not feeling well," Steve answered.

"She has a hangover," Tony stage whispered as he walked by, clad in his latest red and silver Mark 45 armor. Steve glared at him.

"She's not hungover," Steve lied horribly. "She has a cold."

"Right." Tony smirked and approached the man by the other quinjet. "Sam Wilson, I presume?" He extended a hand.

Sam nodded and shook his hand. "That's right. Steve called last night and said you needed another pilot. I'm your guy."

"Good to have you aboard, mate."

"Buck coming with us?" Sam asked Steve.

"No, he's still on bed rest."

Sam chuckled and began to walk inside the quinjet. "Rest well earned, I'd say. If it wasn't for him, Hydra might be in control right now."

Steve shook his head. "That would be a nightmare."

Nightmare didn't even begin to cover it.

* * *

**Black Forest, Germany – 2:35 PM ****CET**

An hour passed and five bases had been destroyed. Thor reported that a few Hydra agents managed to escape using some alien technology. Steve told him to bring everything he could with him so Tony could look at it.

"Coming up on the castle, Cap," Clint reported from the cockpit.

Steve handed out some comm links and slipped his in. "Secure channel five."

"Five secure. Listen up, guys. If you run into Strucker, take him out quickly. He doesn't look like much, but he's more formidable than he appears." She pulled up a SHIELD file on the screen beside her in the back of the jet. One it was displayed the image of a red metal gauntlet with the fingers tapering off into claws. "This is the Satan Claw. It gives Strucker super strength, electric blasts and… well, it let's him drain the youth out of anyone it touches."

Wanda raised an eyebrow. "Drain the youth?"

Jessica shrugged. "Don't know how it works. Don't have time to figure it out now. Just don't let him touch you with it and you'll be ace. Moving on from him, most of the bodies in the castle will either be agent/soldier types or scientists. The castle is where most of Hydra's experiments take place, since it's the most secure and remote. That also makes it the most dangerous, because we don't know what's in there. Just know that knocking them out won't do. You have to kill them."

Wanda shifted uncomfortably.

"Any reason why?" Tony asked. He wasn't disturbed by the notion of killing, just her bluntness at suggesting it.

"They'll kill themselves long before we can get anything out of them. Along with Strucker and Viper, our main targets are Dr. Daniel Whitehall and his right hand man, Sunil Bakshi. If Viper and Strucker go down for some reason, these two are next in line for leadership."

Steve looked at Whitehall's picture and nodded knowing. "I know Whitehall."

"Really?" Tony examined the picture, then looked back at Steve.

"From the war. He was one of Schmidt's men."

"Jesus. What happened to just growing old and dying?"

Steve snorted and slipped his helmet on. "Anything else, Jess?"

"Not that I can think of."

"Alright, then. I got Coulson's team on standby. They'll come in when we're done and haul the prisoners away."

_Almost there. You can do this, Jessica. You don't need them anymore. You've moved past them now. Shoot to kill and keep moving._ Jessica's mental pep talk fell on deaf ears. Truth was, she was more nervous about returning to Hydra than anything.

Steve knew Whitehall from the war. She knew him from her conditioning to turn her into a compliant agent. She still had nightmares about being forced to watch subliminal messages for hours at a time, not being allowed to eat, sleep or use the bathroom for hours on end. Viper was always there, watching like the loving mother she was.

She wanted to puke.

"You seem to know quite a bit about Hydra," Wanda said absently. Or, seemingly so. Instead of her usual red leotard, she was wearing a pair of red pants and a long red leather coat. She was also absent her red headdress thing.

Jessica sighed. "Let's just say I do my homework." And she left it at that.

She could feel Wanda's eyes probing her from behind as the jet descended down when a beige brick castle came into view. They were a few miles from nearest city, so civilians getting caught in the crossfire wasn't an issue. The surrounding forest was covered in snow, so their colorful costumes stuck out somewhat.

Clint landed the jet carefully in the midst of a clearing that was blocked off by a thick patch of trees. He slipped on a long purple and black coat and slipped his quiver on his back.

"What are our orders?" Steve asked once they exited the jet and began walking swiftly toward the castle.

The building was surrounded by a black metal fence with barbed wire wrapped around the large spikes at the top and bottom. Guard towers were stationed every fifty feet, each with two guards wielding large assault rifles. The castle was two hundred feet from the fence.

Jessica looked at Steve and noticed his expectant expression. "Oh, you're talking to me. Okay." There were four guard towers on each side – two in the center, fifty feet apart, and two on the corners. "Clint, can you take out those guards?" He nodded and moved into position, then pulled out his bow and two arrows. "Tony, draw their fire towards the castle. Clint, take them out as fast as possible. The rest of us will use that diversion to sneak inside."

"Got it." Tony rocketed into the air and streaked toward the castle. As soon as he crossed over the fence, a klaxon began blaring and bullets started flying from the towers.

Clint found a good spot to take out the two towers on the left of the team's position. Two arrows were loosed in records speed, then two more. Before any of the four knew what hit them, they were dead. _=Going for the next two.=_

Jessica fired a bio-electric blast that punched a hole through the fence. She went through first, then Wanda with Steve bringing up the rear. _=Incoming,=_ Tony warned.

A dozen Hydra soldiers poured out of the front exit and immediately opened fire. The three ducked behind a Humvee for cover. "Damn it, should have brought a gun," Steve chastised himself.

"You don't need one." Jessica streaked into the air and fired a stream of venom blasts that transpierced the Hydra soldiers like wet toilet paper. "You have me." They quickly moved forward before screeching to a halt. Someone was firing missiles on the other side of the fence that were tearing through the forest.

"Clint, report," Steve barked.

Several tense moments passed before he answered. _=I'm good. Think I lost them for now. Go, I'll catch up!=_ More explosions sounded in the background before the line was cut off.

Steve cursed and looked back, as if trying to look through the treeline with x-ray vision.

"Cap, we gotta go," Jessica said. "He'll be fine and Tony's out here to help if he isn't."

He hesitated, then nodded and followed her inside the castle.

Upon entering, they were immediately accosted by soldiers wielding strange pitch black rifles. The rifles hummed and spat out sickly green beams that melted away at the the wall when they ducked out of the way. "Scatter!"

There were six soldiers wielding the rifles, and they kept the Avengers moving from cover to cover. Wanda rolled out of the way of a stray shot and fired a hex bolt in return. The rifle shook suddenly, and then fell apart. She smirked and turned him into a ferret with a simple spell.

Jessica his behind a computer console and breathed in deeply. As she exhaled, her body exuded the sweet smelling pheromones that bent men to her wills. "Stop!" Three soldiers had Steve cornered and were just about to fire when she gave her command. They turned and waited expectantly for her next order. She sauntered out from behind her cover and approached them. "Where are Madame Hydra and Baron Strucker?"

"Lab six, on sub-level two," one of them answered immediately. Jessica cocked her head toward the elevator at the end of the hall.

"Here, take one of these with you," she said as she took one of strange rifles. Steve took it, face beet red and a dopey grin on his lips. "Aren't you cute? Now, get a move on. We've not much time."

"What about you?" he asked with genuine concern.

She grinned slyly and allowed her finger to trail up his chin. "Me and these charming chaps are going to have some fun."

Wanda scoffed with disgust and marched toward the elevator. "Be careful," Steve said before following after her.

_Hmph. What could be if I let myself loose once in a while. _She sighed and gestured to her new group willing servants.

Seduction was a female spy's greatest weapon, whether she wanted to admit it or not. The fact was, regardless of how capable she was or how deadly, men would always underestimate a woman. Their brains were incapable of processing a woman's capabilities based on sight alone. The feminine appearance being as nonthreatening and appealing as it was played a large role in that, for certain.

Hydra knew this. As a highly attractive woman in her own right, Viper knew the value of seduction as a means to an end. After all, she managed to fly right under the normally sharp and astute Victoria Hand's radar for over a year.

In creating the ultimate spy, they turned to the masters of seduction, the Black Widows, for inspiration. Jessica was genetically engineered to be the most appealing to the male senses. She sounded beautiful, smelled beautiful and, of course, looked beautiful.

Then, there were her pheromones. A strong musk that triggered a man's lust and lowered his inhibitions, it made her seem like a bedmate than a mistress. Anything she said came across as sweet nothings whispered from the full, luscious lips of a goddess. Anything she said was done without question, to the letter.

Hence, why these devoted, fanatical Hydra soldiers were gunning down their fellow agents with impunity at her command. She swiftly made her way through the castle, leaving behind her a trail of bodies numbering in the dozens.

She didn't lift a finger to kill anyone. She didn't have to. Moreover, she wanted to prove a point.

Madame Hydra, her surrogate mother, lorded her authority over her minions like a queen. Every word she said had better have been followed thoroughly, or consequences were going to be faced. Jessica was the same.

Now, she lorded her power over her hapless minions, without fear of reprisal. They did her bidding, because she told them to.

_=No sign of Strucker or Viper,=_ Wanda reported.

Jessica sighed and ducked around a corner. A group of fifteen agents stormed over to attack her, only to confusingly stop when their own began to defend her. "They must have left already. I guess trash the labs down there and take whatever looks useful. Meet back at the foyer when you're done."

"Madame Hydra, they're closing in!" someone from down further down the hall yelled.

"Then stop them, you idiot!" Viper shouted. "Don't let them in here!"

That voice. That voice still sent waves of fear down her spine. Part of her wanted to run away right then and there. _I can't. I-I can't! _

Her minions had dwindled down to just one, not that she noticed. She was too busy arguing within herself to care.

"Ma'am, there's only Spider-Woman."

"Is that so?" Viper sounded considerably calmer. "Bring her to me. Now!"

"Yes ma'am."

Jessica was gripped with fear, too much to resist being grabbed and dragged into the room where Viper was holed up in.

It was a lab, a place where experiments on living things took place. There were a pair of operating tables in the center of the room – both covered with bloody sheets. In the back of the room was a tall, cylindrical tank. Within it was the Kree alien, Mahr-Vehl, with tubes sticking out of his body that were drawing blood out and into a container on a table next to the tank. He was naked and seemed to be unconscious.

Jessica was dropped to her knees. She grunted and looked up, and saw Viper looking down at her. There was a silver handgun on the console behind her. She cut a glance at the three agents standing in the room with her. "Leave us."

As they walked out, Jessica stood to her feet. Her eyes remained on the alien behind Viper. Even though it was clearly unconscious or asleep, she still felt a little nervous around it. Gradually, she returned her attention to Viper. Her expression was neutral, but she could tell that something wasn't quite right.

Suddenly, Viper lunged forward and wrapped her arms around Jessica's arms. She cinched her grip in tightly and buried her face into her shoulder. _What's this?! _She squirmed in her grip and managed to free one of her arms. It was then that she felt something warm dripping on her shoulder. _What?_

Viper breathed in shakily and let her go. Her cheeks were wet with tears, and a small smile was barely visible. "I… I never thought I would see you again, édes kis pók."

Jessica looked both mortified and confused. Viper wasn't the kind of woman to show this kind of sentimental feelings toward anyone, especially toward someone who she could rightfully view as a traitor. Perhaps being pleased that she was alive again - undoubtedly so she could try and persuade her back to Hydra - yes. But this; it was like she was a grieving mother holding her child for the first time. It was scary. Scarier than when Viper was angry.

It was scary because it was real.

Her lips parted to speak, but nothing came out.

"It's okay," she said in a hushed tone as she held her again. "You don't have to explain anything. I'm just glad you're back."

"I…"

She released her and retreated back. Her gloved hand rose to wipe the tears from her eyes. "When you died, it felt like a piece of me died with you. I wandered through life, contemplating whether I even wanted to keep living. But, now you're back." A genuine smile of gratitude and relief touched her lips. "And now, I can want to keep living. Because I'm whole again."

What she was saying was the truth. She had heard her tell lie after lie with ease, but this was the actual truth. And that scared her. _She… she really does care about me. _"Mum, I –"

Her self-assigned mission was to bring this woman in, but a part of her didn't want to. A part of her wanted to believe in what she was saying, to maybe finally have a mother-daughter relationship that she never had the chance to have because her real mother, Miriam Drew, died during childbirth.

"I know, child, I know. Now that you're back, we can start over, have a fresh beginning. We can rule Hydra side by side as mother and daughter, as we were always meant to."

Jessica snorted. "Well, there it is. I should have known this sentimental shit was just that. A steaming pile of shit, just like you." Viper recoiled, hurt flashing across her face briefly. "You think expressing your grief will make me rejoin Hydra? You're wrong. Dead wrong." Her hands became aglow with bio-electricity. "I will _never_ rejoin Hydra. I will destroy it, and I will see you die in a prison cell, as _you_ were always meant to."

The pain of Viper's face multiplied with each word. Then, it was replaced by seething anger. "You… selfish… little ingrate." The gun behind her was picked up and fired. A bullet whizzed passed her ear and pinged off the wall behind her. "I gave you life and you still dare to deny me my basic respect?!"

"You took my life from me!" She fired a stream of bio-electricity, but it was dodged and bounced off the glass tube. It cracked, but neither of them noticed. "You took another woman's child and made her life a living hell for twenty years!"

"What?" Viper rolled to her feet and fired her gun again until the clip was empty. Jessica managed to avoid the shots by dodging where Viper was aiming.

"My mother died during childbirth and you took advantage like some kind of predator." She dashed forward and connected with a right jab to her jaw, then followed with a sweep of her legs.

Viper fell to the floor, but kicked her away before she could do anything. "You fool! There is no Miriam Drew."

Jessica stopped. "What? What the bloody hell are you on about?!"

Viper grabbed her and hurled her into a wall, where she landed with a sick thud. "Johnathon Drew was a scientist that Baron Strucker wanted to recruit because of his work with splicing spider DNA into humans. The initial attempt to bring him in failed, so they tried another method."

Jessica floated to her feet and streaked toward, fist first. It was grabbed and wretched violently behind her back. "Your father eventually met a Hydra agent disguised as Miriam. He fell in love with her and married her. That was when he was coerced into joining Hydra."

Viper smirked and punched her in the kidney until she was coughing up blood. "And they had a child – you. But, your mother never died during birth. She's actually just fine." She whirled around and tossed her into the wall again. "Take a wild guess at who that agent was."

Jessica wobbly rose to her feet, and looked up. She saw the satisfied smirk on Viper's face and suddenly felt like vomiting again. "N…no."

"Yes," she said with a grin. "I call myself your mother because I _am_ your mother." She stalked toward her, a fresh clip in her gun and an evil glint in her eyes. "I didn't mean to get pregnant. Unfortunately, love making is something of a requirement for newlyweds. Not that I regret it."

Jessica was absolutely frozen in shock. Her eyes were widened to saucers under her mask. She started hyperventilating. =_Spider-Woman, Strucker escaped but we got Bakshi,=_ Steve reported. She didn't answer. Short, shallow breaths echoed into the comm. =_Spider-Woman? Jessica?!=_

"I was ready to terminate my pregnancy and move on with my life, but then I had an epiphany. I could turn my child into an heir. The head that would grow in my place, should something happen to me. And that almost happened, but then Fury got in the way." She placed the muzzle of the gun to Jessica's forehead. "Well, I don't like loose ends, even those that I created." She hesitated for a long time.

Jessica stared off into space, her mind struggling to comprehend what she had heard. The woman she hated more than anyone else on this entire planet, the woman who took her life from her and turned her into a monster was her mother. Not surrogate mother, as she had believed for so many years, but her birth mother. _How could you do this to me? How could you do everything you did to me while knowing I was your child? _She looked up at her, hate and vitriol burning in her eyes. "I hate you."

Viper bared her fangs in a furious scowl. She pulled the trigger. Instead of splattering Jessica's brain all over the wall, it jammed. "Huh?!"

Suddenly, she flew back. Wanda and Clint ran inside and stood between mother and daughter. "Step away, Viper."

Viper rose to her feet, lips raised in a snarl and a tight grip on her gun. Her eyes flicked from Clint to Wanda to Jessica. They lingered on her for a lengthy moment before her gun raised and fired a shot at Clint.

He was already in the process of ducking, and that was the only thing that saved him from getting one between the eyes. He retaliated with an off balance shot that still landed in the barrel of her gun, just as she was about to fire again.

The barrel was jammed, and it exploded in her hand, causing her to shriek and drop the gun. "Damn you!" She lobbed a grenade at the them and took off running for the door on the opposite side of the room.

Wanda snapped her fingers, hexing the grenade so that it wouldn't fire, then caught Viper with her telekinesis. "Clint, if you would."

Clint nodded and loosed a taser arrow.

"AAIIIIIIEEEEE!" she screamed before falling to the ground, unconscious.

They might as well have been holding a friendly conversation for all Jessica knew. She was still in a daze, in utter shock.

Her life, from the moment she defected from Hydra and joined SHIELD to now, was predicated on the belief that Viper was just a soulless monster who destroyed her life, killed her parents and wanted to her become just like her. She believed that with every fiber of her being. To have that belief shattered with a few words, _"I __am__ your mother,"_ was too much.

_Viper… Madame Hydra… is my mum… why… oh God, what the hell… _

"Jessica?" She felt someone shaking her gently. She looked up to find Wanda's concerned face inches from hers. "Jessica, you alright? What did she do to you?"

"I… I'm fine." She stood slowly and stretched out her back. A sharp pain shot up her spine. She relished in it; it was something else to feel besides the numbing disbelief. "Just got sodded up the arse a little." She flashed a half-smile and turned to leave. "Collect Viper. I'm going to meet back up with Cap."

Clint eyed her for a moment before nodding and going to gather Viper.

"I've seen that look before," Wanda said as they walked down the hall. "I think I know what happened."

"Do you now?"

"I do." She grabbed her arm to get her to stop for a moment. "If you… when you're ready to talk, I'll listen."

Jessica considered her for a moment before nodding hesitantly. "Sure. We can have a little chat."

"Spider-Woman, did it go okay?" Steve asked from the end of the hall. There was a long trail of dead bodies separating him from them. Even from yards away, she could see the blood staining his suit.

"Beating up Hydra fanatics is rather therapeutic, isn't it?" She smirked wryly. "Viper's out cold, thanks to Clint."

"That all?"

"Yes. That's all."

He nodded and moved aside to allow two ex-SHIELD agents, Sharon Carter and Grant Ward, to carry Viper aboard their quinjet.

"You did a good job, Avengers." Fury walked inside, hands tucked inside the pockets of his leather duster. He stopped Ward and placed as pair of titanium handcuff on Viper before slapping her across the face.

"Unh…" Her emerald eyes blinked open. "Where… Fury!" Steve grabbed her before she could tear herself from Ward's grip. "I kill you! I'll kill you all!"

Fury chuckled loudly. "I won't be holding my breath." He injected her with a sedative, then looked at Ward and Carter. "Take her to Ryker's, and make sure she stays there this time."

"Hail… Hydra… HAIL HYDRA!" she screeched before losing consciousness again. Ward hoisted her up onto his shoulders and walked toward the exit to secure her inside the quinjet he and Carter arrived on. Carter was behind him, but slowed down when Steve jogged up to her.

The sick feeling returned full force. Jessica touched her forehead and let out a shaky breath. "You did a good job, Drew," Fury said with a knowing touch in his voice.

"Thank you, sir… I mean, Nick."

Steve returned, that same dopey grin on his face. "What brings you here, Nick? Other than gloating, I mean."

"I was in the area, and wanted to make sure Viper was really her and not an LMD this time. I'm heading back out to track down Strucker and Whitehall. I'll check in when I have something."

"Hey, Patches, I'm throwing a party on Friday. You know, if you wanted to show up and mingle," Tony said.

"I'll check my calendar." With that, Fury nodded and headed out himself.

"What was that about?" Wanda asked Steve as they cleared out to make room for the Damage, Inc. cleanup crew, which was already filing in with state-of-the-art, hi-tech cleaning equipment.

Steve blushed and rubbed the back of his neck. "I… I asked Sharon to be my plus one this weekend. She said yes."

Tony and Clint groaned loudly. "Jesus, Steve. Haven't we been over this already?"

"Don't wanna hear, you two. I'm going to ask Sharon out and you can't stop me," he said defiantly.

"But, Steve," Tony whined, "she's your ex-girlfriend's granddaughter."

"First off," Steve replied with a finger raised to count off, "Peggy and I never dated, so she can't be my ex-girlfriend. Second," he raised a second finger, "Sharon is her great-niece, not granddaughter."

"Like there's a difference," Clint interjected morosely.

"There is. And third," he raised a third finger, "Peggy got married, had kids and a happy life. I think I'm entitled to that, as well."

"Not saying you aren't." They stepped aboard the jet, where Clint climbed into the pilot's seat and prepared to take off. "Just don't think Sharon is right."

"Wait," Jessica interjected. "You and Peggy never dated, so… you're still a virgin." Steve blushed bright red, making her grin madly.

"Ha! Figured you'd be up to your eyeballs in hot angel chicks in heaven," Clint said with a snicker.

"You've managed to be both sacrilegious _and_ misogynistic in the same sentence. Congratulations," Wanda said, deadpan.

"How was that misogynistic?" Clint asked, dumbfounded. Steve smirked, while Tony wisely kept quiet.

* * *

"The coordinates are set, ma'am," one of the quinjet crewmen reported to Sharon after returning from the cockpit. He sat down two seats down from a still disoriented, but awake Viper. "ETA is forty-five minutes."

"Good." Sharon eyed Viper smugly. There was an agent on each side of her, and she was handcuffed with her hands behind her back. Plus, she was restrained in a titanium harness. There was no way she could escape. "Not so intimidating now, is she?" she asked Ward.

He didn't answer, but he looked at Viper with disgust.

Sharon smirked and slipped her hands into her pockets. "You know, Fury told us to drop her off at Ryker's, but I'm not so sure about that. A soft bed, three square meals a day, an hour of TV time, God knows how many of her friends are locked up there. I'm starting to think that a prison cell at Ryker's Island is a little too comfortable for Agent Sanders. I'm thinking she needs to be dumped a little deeper underground."

Viper lifted her head to look at Sharon. Even dazed, her glare was enough to send a jolt of fear through her.

"How 'bout it, Ward? We lost a lot of friends when her and her pals tried to take over. Wanna pay her back?"

Again, Ward didn't answer, but his face hardened and he stood from his seat. He removed his gun from his holster, slipped a fresh magazine in and cocked it. His cold brown eyes locked onto her as he raised his gun.

A tense beat passed.

His finger squeezed the trigger, but, instead of Viper, he shot the two men at either side of her in the head.

Sharon jumped back in complete shock. She had a gun at her hip, but didn't have a chance to reach for it before he shot her in the neck. It nicked her carotid artery, spraying blood all over the cabin wall. She fell to the floor in a pathetic heap.

He shot her again in the neck and head for good measure.

Ward watched her blood stain the carpet of the quinjet for a moment before turning his attention to Viper. Her grin was wide and her eyes were alight with satisfaction.

Grant Ward's face remained neutral, and he whispered only two words, "Hail Hydra."


	13. Same Game, New Rules

_**Same Game, New Rules**_

**7:45 PM**

_Yelena stepped in front of Zemo, who stepped back. She smiled. "At last, I am the Black Widow." Natasha said nothing, not even so much as a scoff before Yelena shot her. Even in death, she betrayed no emotions. _

The mission to defeat Hydra had been a big success. Thor, Valkryie and Spectrum dealt a lot of damage to Hydra's bases, rendering them completely useless. Natasha's team did the same to the Russian base, while Steve's team managed to capture Madame Hydra and one of the heads of Hydra. Even though Strucker, their main target, and Whitehall escaped, it was still a good day.

The mission was pretty exhausting for Thor, Hilda and Monica, so the team decided to let them rest and recharge in lieu of their usual post-mission celebratory ritual.

That was just fine to Natasha. While the mission was simple enough, Van Dyne and Walters, the latter of which apparently was Bruce's cousin, gave her a migraine with their incessant chatter.

There was also the little issue of the guest currently sleeping in the Hulk Cage. It was the closest she had been to an alien this grotesque looking since the Battle of Manhattan. It was a little too close for her comfort, even behind three foot thick Hulk-proof glass.

"What'd you say it was, Thor?" Tony asked.

"A Kree," he replied. "They are a war-bound race that hails from Hala, a planet in another galaxy many light years away."

"Light years, huh?" Tony scratched his goatee and tapped on his tablet to search through Hydra's files that they confiscated from the Internet. "What the hell is it doing _here_, is what I'm wondering."

"This is not the first time a Kree has been to Midgard," Thor noted in a conspiratorial tone. "I have a hunch as to why he is here, but I would rather he answer that query himself."

"Hmm. Hydra doesn't have anything of use on it." He shrugged and tucked his table under his arm. "Guess we'll have to wait until fish-boy wakes up."

"I'm sure this person has a name, Tony," Steve reprimanded lightly. "Besides, he was being kept captive by Hydra, so we should stow the suspicion."

"Just because he was a prisoner does not prove that he is not of ill repute," Thor countered tactfully.

"I agree," Natasha intoned. "Assuming it can even understand us and speak one of our languages, we won't know if it's lying."

Tony nodded slowly. "And we don't know what kind of powers it has inherently."

"Most Kree do not have powers outside of enhanced physical abilities. However, the majority of their danger comes from their weapons. Truncheons, universal weapons, and the Nega Bands being just a few of the more potent." He gestured to the pair of gold metal wristbands lying in a containment field on the table off to the side. There was a device beside it that was scanning the bands, and a screen displaying the readout.

Clint raised an eyebrow. "You sure know a lot about these guys, Thor." He tilted his head to the side. He wagged his finger in the alien's direction, as it just now remembering something. "Ah, right! It's name is Mahr-Vehl, or something like that."

"That thing Belova went to Sofen to interrogate or something?" Natasha asked.

He nodded. "I had forgotten all about it in the excitement. Tony, see if you can find Karla's notes on that thing. If anyone has learned anything about it, it's her."

Tony obliged and had Jarvis do a search for anything dealing with Karla Sofen.

"We learn of alien races as part of our formative education in our youth," Thor explained with a shrug. "Much in the same manner that you humans learn of different animals and planets as children."

"Makes sense." Tony leaned on a table while he waited for Jarvis to finish searching. "Clint remembers this thing, so it's been here for a while. What could it possibly want?"

Everyone looked at Thor, who, for the time being, was the resident expert on all things Kree. He tilted his head downward in thought. "The last time a Kree was here, it was a group of scientists. They were in the middle of one of their many wars with the Skrull – a race of shape-shifters. In an effort to bolster their ranks, they conducted experiments on the natives of the planets they visited. They also visited Midgard millennia ago, and created a race of… changed humans."

"Changed humans? Like mutants?" Wanda posited.

Thor shook his head. "Nay, but close. I am not certain what they are called now. Anyway, these changed humans were explicitly created to be soldiers, weapons. They were, to the last of them, highly dangerous and very powerful."

"Are they still around now?" Steve asked.

"Of that, I am uncertain. If they are, they are likely very well hidden. Given your reactions toward mutated mortals, I have no doubt that these changed humans would be met with extreme hostility, or mayhap even violence."

Despite her apprehension about being around this alien, apparently a Kree, Natasha was finding all of this to be pretty intriguing. There was so much that she, that they, didn't know. People with amazing powers living right under their noses. No wonder Hydra wanted them all gone. "How would these changes happen now?" she asked. "I assume that there are still people around that carry this… changed DNA latently."

"Terragenesis," Brunnhilda answered. "Held within a device known as The Diviner are crystals known as Terragen crystals. When touched by a person with this changed DNA, The Diviner opens to reveal the crystal and terragenesis takes place. The mist the crystals create awakens the DNA's potential and the person's hidden powers blossom forth."

That all sounded like something out of a science fiction movie or a comic book. A lot of things sounded that way nowadays. _There will come a day when this actually becomes mundane and boring. _Natasha chuckled to herself. "Diviner. Is that what that thing over there is?" She pointed toward the metal rectangular prism that was slightly twisted like a double helix. It had carvings on its sides, carvings that looked like an alien language if she had ever seen one.

"Aye."

Ever curious, Tony approached it and reached out to touch it. Brunnhilda snatched his hand away before he could. "Do _not_ touch it!"

He jerked his hand away like she was a angry snake. "What? Why?"

"If any without the chosen DNA makes contact with a Diviner, even if 'tis but a glancing touch, that person shall die _instantly_." Her voice was grave and serious. She pulled a blackened hand from her belt and gave it to him. "That belonged to one of the mortals associated with the Son of Coul who attempted to confiscate this."

"Gah!" He dropped the blackened hand to the floor and backed away from it. "Ew! What happened to the rest of him?"

"She will be fine. Just without a hand. She was fortunate I cut it off before the death spread."

"So, Hydra had this Diviner thing?" Steve asked. Thor nodded. "Then that means they know about this terragenesis stuff."

"They probably have for a while," Monica noted. "They probably wanted to create their own army of Gifted's."

"Must be why they killed off all the Gifted heroes during the Civil War and tried to do the same with the rest of us," Danny said. "Without any Gifted's around, their army would be the most powerful. The world would fold in hours."

Steve looked from Monica to Danny and nodded in agreement before settling his gaze onto Thor. "How many of these Diviners are there?"

"I am uncertain. That is a question only the Kree can provide an answer to."

The room grew silent, the only sound being the subtle whirring of the machine scanning the Nega Bands. "Well," Steve uttered after a minute of silence, "no point in standing around here waiting. Let's get some rest. Tony, let us know when you've found Sofen's notes on Mahr-Vehl and have given them a look over. Jarvis, let us know when he's awake."

_"As you wish, Captain Rogers."_

Natasha was the first one on the elevator. The further away she was from that fish-man, the better. Most of the team piled into the elevator all at once, making her feel a little claustrophobic. She noticed Steve glancing at his phone with a trepidatious frown. "What's wrong?"

"Sharon isn't answering my calls or text messages."

"Sharon? Sharon Carter?" He nodded. She smirked and jabbed him in the ribs. "Let her come to grips with the fact that she's about to go to a party with Captain America."

"It's not that," he replied. "I asked her four hours ago if the Viper drop-off at Ryker's went well. She hasn't answered either way. I'm starting to get worried."

"Maybe one of us should head over there, just in case," Clint suggested.

"I'll send Rhodey," Steve said. "She's probably busy."

Natasha glanced at him. His lips were pulled down and his brow was creased with worry. While she would have said something comforting, she didn't know what to say that didn't sound like she got it off a Hallmark card.

"Let me know what he finds," she said as she shimmied her way through the crowd when the elevator stopped on her floor.

Back in the old Stark Tower, she shared a floor with Bruce, Carol and Jessica. Now, it was just her and Carol. She didn't know the woman, at all, so she didn't bother bothering her with well-meaning but ultimately irritating and pointless questions about her current frame of mind. She knew exactly how she was feeling.

The fact that Tony was missing three bottles of bourbon and one rum from his liquor cabinet, bottles no one present downstairs admitted to taking, proved that. Either the woman was dead from alcohol poisoning or had the worst hangover in history.

Natasha opened the front door to her penthouse and was greeted by darkness. The windows were darkened and the lights were all turned off, as was the fire exit sign above her door. Immediately, paranoia settled within her. Never unarmed, she reached inside her plaid flannel lounge pants and removed a small, black handgun from the holster strapped to her thigh.

She left the door open to provide light and allow the sounds of the possibly inevitable fight between her and her would be assailant to filter outside. Not that she needed help, but who knew nowadays.

She moved from room to room, checking and marking off which rooms were clear of intruders. "Jarvis," she whispered. No reply. _Typical._

Each room - both bedrooms, the bathroom, all the closets, her living room, dining room, the patio outside and the laundry room - was clear. The only room that she had yet to check was the kitchen. _I swear, if this is some shitty prank, Stark…_

She crept into the kitchen and checked every corner. It, like the others, was empty. "Huh. Must have been a power outage." That would explain why Jarvis didn't respond. Or it was a prank.

Shaking her head, she removed the holster from her thigh and place it and the gun on the counter, then grabbed a glass from the cabinet above her. She turned to get the milk from the refrigerator when she caught a movement by the table. Immediately, her gun was pointed in that direction.

"Vy skol'zheniya, starukhu."

{You're slipping, old woman.}

The voice raised her hackles. She glared at the shadowy figure sitting at her table. She hadn't missed anything; she was just really good at hiding in plain sight. "U vas yest' shary, chtoby pokazat' svoye litso zdes', Belova." She placed the gun back down on the counter.

{You have some balls to show your face around here, Belova.}

Yelena sneered, and suddenly the lights rose to a dim ambiance. "Mozhet byt' i tak."

{Perhaps so.}

Natasha looked her over. Her hair was longer, much like hers, but wavier. She looked much older, despite being a few years younger than her. She also looked more at peace. Not expected, considering how many times she had tried to kill her. "YA podumal, chto ty poyavish'sya v konechnom schete, Rooskaya. Vy ne mozhete pomoch' sebe sami.

{I'd figured you'd show up eventually, Rooskaya. You can't help yourself.}

Yelena grunted, but said nothing in reply. The subtle change in her posture revealed much.

Strangely, Yelena made no move to kill her, as she had literally every other time they had seen each other since the Red Room. She was sure that she was armed, but there wasn't any weapon present. She also could have just killed her when she was looking around her apartment. Even though her awareness was heightened, Yelena had the advantage.

Then again, Natasha realized years ago that it wasn't about the kill. It hadn't been about the kill in a long time, not with this one. It was a game, this tit for tat between the two of them. It wasn't the end result that mattered, it was the chase. The cat and mouse game they played with each other, Natasha running and Yelena chasing. Yelena, more than anyone, pushed her skills of subterfuge to their max. She would be lying if she ever said she didn't enjoy it. "YA znayu, chto vy khotite.

{I know what you want.}

Yelena just raised an eyebrow.

"Eto to, chto, sed'mogo raunda?" If she was expecting confirmation, she didn't get any. A sly, subtle smirk cross her lips briefly before setting back into a neutral frown. "My nikogda ne shli v techeniye kakikh-libo parametrov dlya etoy igry mezhdu vami i I."

{This is, what, round seven? We never went over any parameters for this game between you and I.}

Again, she said nothing in reply. She merely, sat there, arms folded and eyes locked on Natasha. Her expression gave nothing away, as expected.

"Razve eto ne to, chto vy khotite? Chtoby prodolzhit' etu malen'kuyu igru u nas?" A smile curled her lips upward. It was soft, but the mocking disingenousness was still clearly evident.

{Is that not what you want? To continue this little game of ours?}

"Vy ne znayete, chto ya khochu," she finally said. Her voice was low, deep, and slightly husky, arousing a curious hum from Natasha.

{You don't know what I want.}

Yelena stood, and turned the lights down a touch. Slowly, she walked toward her, her eyes never leaving Natasha. Her movements were slow and deliberate. She still didn't have a weapon visible, or even one possibly hidden from view. Her hands were clearly visible and empty.

Natasha kept her eyes focused on her. She didn't know what was about to happen, but she was ready. Slowly, so as to avoid detection, her fingers inched toward her gun that was still by the counter.

Yelena circled the countered until she was a few feet from Natasha. Her presence was nonthreatening, but something was setting off Natasha's senses. _Something_ wasn't right. She knew that she wouldn't try to kill her, not with the door obviously open and the building crawling with superheroes. She was taking a big enough risk just being there. "Chto eto?"

{What is this?}

Yelena didn't answer, but closed the gap between them in an flash. Natasha reached for her gun, but she grabbed her wrist and pinned it and her up against the refrigerator. Then, Yelena did something Natasha wasn't expecting.

She kissed her. Softly, almost trepidly, at first, then more voraciously. Her left hand kept hold of Natasha's wrist, while her right roamed her body, like predator becoming acquainted with new territory.

Natasha wasn't attracted to women, not at all. She never had to seduce a woman, even a lesbian, nor had she ever felt inclined to. She wasn't curious about women or having sex with a woman or being in a romantic relationship with a woman.

Despite all of that, she still felt something stirring within her. A warm feeling was rising in her chest that was setting her insides aflame. She didn't know what it was – kissing Yelena, a woman, or kissing Yelena, the woman who killed her.

She should hate her for that.

In a fit of anger, she ripped her hand from her grasp and, in one smooth motion, whirled them both around and pinned the blonde against the refrigerator. She then kissed her back, matching her voracity with a ferociousness she hadn't felt before. It wasn't a sexual ferocity, it was anger. Her hands roamed her body roughly. The part of her brain that was still thinking rationally found it strange that she didn't feel any weapons.

She hated this woman for taking a year and a half of her life away. While she could have killed her, that would have broken the rules of their game. No, they were going to have a new set of rules to this game. Rules that changed the entire dynamic of their relationship.

What they were doing wasn't sexual. Black Widows didn't seduce women, and she was sure that Yelena didn't find her attractive. It was a game of dominance. A game of hide and go seek, the loser pleased the other.

She broke the kiss first, but remained close. Their foreheads touched, and she could feel her breath tickle her lips. Her emerald eyes bored deeply into Yelena's blue ones. They were diluted and cloudy, hungry for more.

Natasha nodded and backed away from the younger woman. "YA znayu, chto vy khotite. Moya spal'nya nakhoditsya tam."

{I know what you want. My bedroom is over there.}

Yelena brushed past her silently and stalked into the darkness. Natasha followed her, only deviating from her to close the front door.

* * *

There was a first time for everything. Natasha experienced a few firsts that night. Being with a woman was a wholly different experience than being with a man. She didn't dislike it, but she didn't like it, either. It wasn't something she saw herself doing with any other woman but Yelena. Perhaps Jessica, but that was for different reasons.

Hate sex was the best sex, according to a drunk Clint Barton. He was right. The fifteen minute romp she just experienced could only be described as two parts fistfight, one part actual sex.

A combination of the two destroyed her bedroom. Her mirror was cracked, holes had been punched in her walls, her headboard was broken and the section of of the wall where it had been banging against was gone. The items on her dresser had been swept haphazardly to the floor. Her sheets, along with a pile of clothes, laid a pool around her bed. All that remained in place was her comforter.

She was on her back, Yelena on her side. The woman wasn't moving and was breathing steadily, but she knew she wasn't asleep.

What had just happened wasn't what she was expecting to do tonight. It wasn't unwelcome, however. Flexibility and adaptability were two of a spy's most important tools. This change in their dynamic was just one of many things she had to roll with in her life. This was, perhaps, one of the more enjoyable ones.

"Will you be gone before sunrise?" she asked. Her voice filled the silent void that had settled over the bedroom after the fireworks ended.

"Da."

"Good." Natasha turned on her side, back to Yelena. The last thing she wanted to do was look at her. "Why?"

The comforter rustled as she shrugged. "Because I wanted to."

That was as good a reason as she was going to get out of her as to why she broke into her penthouse and coaxed her, her hated rival, into sex. Sometimes, the body just happened upon desires that the brain couldn't hope to explain. It made humans interesting that way.

They weren't in a relationship. She was free to date or sleep with whoever she wanted. But, when the time came for the next round of their little game to be played, she would be ready. She lost this round, and had to do things she never thought she would ever have to do outside of a mission. It was weird, and she would have very much liked to not have to do those things again.

Next time, she would come out on top.


	14. In Over Her Head

_**In Over Her Head**_

_"__Well, Ms. Danvers, seems that you picked the wrong time for a career change."_

Over the last day, Carol had been in a state of perpetual drunkenness. Three bottles of rum and one bourbon lay around her unmoving mass that was sprawled across the floor. Blonde hair was splayed out like a yellow fan over her bomber jacket that had been assigned temporary pillow duty. Wrinkled, vomit stained clothes laid in a pile in the far corner.

The windows were darkened, so she had no idea what was happening in the outside world. Hell, she didn't even know what was happening across the hall. That ignorance worked both ways. The outside world and everyone else living in the tower was unaware of just how pathetic she looked.

That was just the way she liked it. If anyone of them saw how she looked, they'd kick her ass into Alcoholics Anonymous immediately.

She wasn't an alcoholic. Despite the four empty bottles that had previously contained hard liquor saying otherwise, she wasn't. But, sometimes a person just needed to cut loose when something so completely out of the norm happened to them and they just didn't have the first clue how to cope with it. Coming back to life after being mocked for her career choices then killed on live television was just that.

_"Captain Danvers?"_

_What the fuck? _She hadn't been with the Avengers long enough to grow used to Jarvis. Despite his smooth British accent cutting through the still, dead silence that inhabited and ruled over her penthouse, Carol didn't rouse from her bourbon/rum induced slumber.

"_Captain Danvers." _

A sudden jerk of her arm signaled her body's reemergence from unconsciousness into the world of the living. Her eyes remained closed, but her body rose up, seemingly of its own volition, into a sitting position. "What?" she asked, voice deep and garbled from her day long hibernation.

_"Captain Rogers has requested that you join the others for breakfast. They are quite worried about you."_

_And his ass couldn't come up here and get me himself? _Carol mentally cursed Steve's well-meaning nature and yawned mightily. Her eyes opened a touch to allow a little bit of light to enter her vision at a time. She still hissed in pain when they opened all the way and the planet shined its industrial sized flood light directly into her corneas.

She mumbled something incoherent under her breath and slowly rose to her feet. Her back was stiff and unyielding from an entire day of sleeping on the floor. Her arm felt numb and her head was still spinning. Plus, she felt shitty as fuck and just wanted to crawl back into bed and go back to sleep. She almost did just that when Jarvis cleared his throat.

_"It is 9:23 AM. I took the liberty of preparing the shower for you. The temperature has been adjusted to your liking."_

_Guess I'm not going back to sleep anytime soon. _She sighed and removed her underclothes as she trudged to the bathroom to wash up. She just left her puke rags in the corner. She would get them whenever. Sooner rather than later, though; they were starting to smell.

Dying. It was something that every soldier, pilot, Marine, sailor, whatever thought about. If one joined the Armed Forces, then death was a possibility that one was faced with. Carol joined the Air Force knowing full well that she may die during duty. Her plane could have been shot down or malfunctioned, her base could have been bombed, whatever. There were many ways someone like her could die.

On her knees with a gun held by a megalomaniac pressed to her forehead wasn't very high on that list. Actually, it wasn't even on the list. Out of all the ways she thought she was going to die one day - and she had given this a lot of thought for some reason - that wasn't even a consideration.

Why wasn't it considered? Because, at no point during the period of time when her common sense was at the height of its powers did she think she would be acting as personal chauffeur for a team of world famous superheroes. That thought didn't even cross her mind as some wild fantasy that she would daydream about during staff meetings or some crazy goal everyone had on their long-term to-do list.

Yet, when Rhodey called her that night and asked her to fly from Boston to New York to pilot got the Avengers, who the hell was she to say no? One did not simply say no to joining the Avengers. She went into it expecting to fly them to and from missions, maybe to and from press conferences and public appearances. She didn't expect to be thrust headfirst into a Gifted team war.

She could have backed out. She could have stepped up to Steve and, after kissing his face, told him that she was calling it quits. He looked like the kind of guy who would understand that. Honestly, who would blame her? She was a civilian in a highly dangerous situation. She wasn't trained for going up against bitches like Moonstone. She was trained to fight people with guns and missiles, not gamma monsters and supervillains.

Being able to roll with the punches and adapt was one of the things she _was_ trained to do. And that was what she did. She was thrust into this Gifted war, she adjusted and quickly got used to it. She learned to swallow her fear pretty quickly and pushed through her common sense screaming at her to run away to safety.

She suddenly learned how to be a hero. And, she paid for it. With her life. A soldier was willing to give their life for their country at a moment's notice. She didn't think that she would have to give up hers so soon.

Now, she was alive again. She remembered being shot, but nothing else until she was standing in the middle of street, a few blocks from Time's Square. Right then, work needed to be done. Captain Adonis had give his orders, and she was more than compelled to follow them. She pushed her anxiety and confusion to the back burner. Now, now that the threat was dealt with and peace was in place, she had no choice but to deal with it. And deal with it she did. She probably dealt with it the wrong way, but she couldn't change that now.

After a lengthy shower, Carol felt rejuvenated. She sighed and stepped out of the bathroom and into her bedroom to get dressed. She pulled on a yellow button down blouse with a white t-shirt underneath, black jeans and white sneakers, then combed through her hair. "Jarvis, everyone's in the common room, right?"

_"Everyone except Ms. Romanoff, yes."_

"Thanks." She hummed to herself, then grabbed her phone and headed out.

The common room was abuzz with activity. More than usual. "I can't believe you didn't invite us to your wedding! I thought we were all friends, Bruce!"

Carol raised an eyebrow and walked into the living room. There, she found Bruce Banner barely able to contain his laughter while Tony and Clint glared at him. "Morning, guys. What's this about a wedding?"

Bruce smiled tiredly. "Hi, Carol. I got married last year."

She grinned happily. "Hey, Bruce. Oh, yeah?" she asked, not even bothering to hide her obvious surprise. "Congratulations."

"Thanks. At least someone is happy." He took a glance at Tony, who was still fuming.

"Happy? Why the – I had to find out from Pepper _seven months_ after the fact. Unbelievable, right, Clint?"

"Absolutely!" he agreed. "It's like we don't matter to him anymore." His head sunk into his chest, and his shoulders shook as he appeared to begin weeping.

Tony rushed over to him and rubbed his back consolingly. "See? Now look at what you've done with your selfishness, Bruce."

"You two are somehow even more childish than I remember." Bruce shook his head and reached into the bag that he had at his feet. He pulled out a stack of white envelopes. "I had these invitations made for you guys a week before the wedding." He started to hand them out to the team. "Sorry you guys couldn't make it, but," he shrugged, "what are you gonna do."

"Hey, they have our logos on them." Clint hopped up and wrapped his arm around Bruce. "Thanks, man."

"Yeah, this was nice of you, buddy," Tony agreed quietly.

"Just nice, Tony?" Bruce inquired in a teasing tone.

"Yep. Just nice."

If she didn't know any better, and she didn't, Carol would have thought Tony was getting choked up at the sweet gesture. "Hey, where's Steve?"

Tony's demure expression lasted all of five seconds. "In the kitchen," he answered with a knowing grin. "I believe he's in there alone." He winked.

She scoffed and walked in the kitchen. Steve wasn't alone, but was standing by Thor and Jessica by the coffee machine. "Morning, guys."

"Hail, Lady Carol," Thor greeted with the widest, brightest smile possible. He wrapped his large, muscly arm around her shoulders, dwarfing her completely, and pulled her over to the others. "I trust that you have conquered your illness?"

"Illness?"

"Yeah, that cold you had yesterday," Steve said quickly.

He made a cover story for her so she wouldn't be embarrassed to admit that she got shitfaced. What a guy. "Ah, right. Yeah, all better now. It was just allergies. I'm allergic to dust." Which wasn't a lie.

"Uh huh. Allergies." Jessica nudged her in the arm with her finger. "Glad your feeling alright, mate." She placed the coffee pot full of hot coffee on a tray, along with several mugs and walked out. "Who wants hot coffee?"

The door closed on Tony nearly running her over to spy a peak inside the kitchen.

"I'm glad you're feeling better," Steve said shyly.

"Thanks," she said normally, but inwardly, she was a nervous wreck.

Steve was the most genuinely nice, sweetest man that she had ever met. Most of the other guys that perfected his act were just in it to get in her pants. But, he didn't seem all interested in that. Well, he obviously was, but it wasn't his chief concern when it came to her. She really liked that about him – that he liked her for her and not her body. Though, he obviously liked her body, because he kept staring at her.

"So, Thor," he said awkwardly, "have you talked to Jane yet?"

Thor removed his arm from her shoulders, not that she minded, and sighed deeply. "Nay. I have attempted to contacted her all day yesterday and the day prior, but have been unable to reach her."

"Did you try Darcy?"

"Nay. Not yet. Every time I attempt to call Jane's cellular device, a man unfamiliar to me answers and inquires of my identity. I can only suppose that she has changed the digits with which to contact her." He shrugged his broad shoulders and picked up the amusingly small mug of coffee on the island counter beside him. "Mayhap I shall attempt to reach Lady Darcy at a more reasonable hour later on." With that, he walked out, mug in hand.

"Uh, who's Jane and Darcy?" she asked.

"Jane is his girlfriend, and Darcy is a friend of ours who lives near her." Steve frowned. "I think I know why she won't answer his calls."

"She moved on?" He nodded. "Poor guy. Probably doesn't understand."

"I hope I'm wrong. He's gonna be devastated if she has." He paused and set his eyes on her. "So, we didn't have a chance to really talk. How are you handling all of this?"

She shrugged one shoulder and looked down to the floor. "I… I guess I'm not?" she more asked than stated. "I mean, besides getting wasted, I never really gave much thought to it." Like getting wasted was giving it any thought.

He nodded, and sat down at the table. "You asked me why you were a still here the other day. I know it was drunk talk, but I've been thinking about that a lot. I don't have an answer, and won't until this Dr. Strange person stops by to explain why he brought us back. And why he brought us back right now."

She sat down beside him and carded her fingers through her hair. "You don't have an answer? That makes two of us." It was still touching that he gave so much thought to her drunken ramblings. "I just –" She stopped abruptly and let out a flustered huff. "I just want everything to go back to normal. Is that so much to ask?"

"No," he answered immediately. "I'm not surprised you feel that way." He pursed his lips pensively and took a moment before speaking again. "I won't lie to you, Carol, and I never will. Your life will probably never be 'normal' ever again. As long as you stick with us, this day to day insanity that we all deal with, and will deal with in the future, is your new normal." His large hand touched hers gently. She flinched, surprised by its warmth. "If you're not okay with that, then you can leave."

Her pother from her anxiety and her flustered blush from him touching her hand delayed her reaction to what he said by a few seconds. "What? You want me to leave?"

"No," he said quickly. "I'm just saying, if you don't think this is for you, then there's no obligation for you to stay here. You don't have to feel compelled to stay and be miserable just because I– well, we like having you here." His cheeks colored slightly.

"Steve, I'm not the kind of girl who just walks away because things get tough. I can roll with the punches just like anyone else." She smirked to herself. "Sorry, but you aren't getting rid of me that easily."

He matched her smirk. "Good. Because I really like having you around."

Her cheeks colored to match his. "Yeah?"

"Yeah. Even if you do boast the Chair Force."

Her eyebrows shot into her hairline. "Excuse you?"

Before Steve could provide a snarky response, Tony burst through the door. "Hey, Marvelous is up!" He almost turned when he caught sight of Steve's hand holding Carol's. He just smiled, winked and walked out.

Steve jerked his hand away and stood. "Great. Just fantastic."

"Wait, what's marvelous?"

* * *

"This is Marvelous."

Carol was slack-jawed and stunned into absolute silence. There was, no joke, an honest to God alien in Tony's basement. _There's no way this is happening. No fucking way. _

But, it was. It was happening and it was happening right in front of her. She turned to the nearest person, Natasha, and stuttered out some words that vaguely resembled a coherent sentence. "Tha– that right– that right there… duh… tha-tha-that's a… a-a-a… alien."

Natasha rolled her eyes. "Why are you so shocked? You're standing in between two aliens right now."

She looked to her right and left and saw Hilda and Thor grinning down at her. "No. These are gods. Well, a god and a viking woman, but still."

"Actually," Hilda said, her smile dimming into a light smirk, "we are merely extraterrestrials that Midgardians have exalted as gods. We are not true gods in the literal sense."

"Oh." _Well, that's just lame._

"If you still wish us gods, I will not stop you," Thor noted with a grin.

Suddenly, Mahr-Vehl slammed his large fist into the Hulk Cage wall, making everyone jump back. He then began screaming at the top of his lungs in some garbled gibberish that had to be his native tongue. "DOKM TARROM KCIK! HUV DORA AEUI DAAV KA SROVVAD EM SREK COSA!" he roared.

"The hell did it say?" Tony wondered.

Slowly, Steve interposed himself between Carol and Mahr-Vehl. The latter began to bang on the wall to punctuate his bellowing. The walls didn't give an inch, but the solid thuds from his blows made them all glad there was three feet of Hulk-proof glass between him and them.

"He wishes to be let out," Thor said with a strange calm about him. Everyone looked at him strangely. "All-Speak extends to some extraterrestrials. We are physically unable to speak Kree, but we can understand it and translate their writings."

"Is there anything you can't do?"

Mahr-Vehl was growing angrier by the second. That much was obvious. His dark purple skin was coloring blue, much how people with light skin turned red when they were angry.

Carol tilted her head and walked past Steve toward the cage.

"Whoa, be careful! That thing's dangerous," Clint warned.

"It… it isn't a thing, Clint," she said quietly. "It's a person." She continued walking, and no one tried to stop her. Either because they trusted her or, more than likely, because they trusted the cage. She could hear Steve whispering something to someone behind her, and the sound of a holster being opened. "Just calm down, okay? We aren't going to hurt you."

"I doubt it speaks English," Tony noted.

She ignored him and kept walking until she was within a foot of the cage. She was absolutely dwarfed by the behemoth. "Oh, wow." Her eyes locked onto the turquoise gems within Mahr-Vehl's head, and she felt something click. Like she felt some kind of connection with him. She couldn't describe it, but it felt… natural.

Something else clicked, as well. The way he was standing, with his hands in front of his – oh. She abruptly turned around, slightly red. "Did he have any clothes with him?"

"Clothes?" Tony looked around. "Uh, anyone?"

"Aye, he did. I suppose that this," Hilda walked over to a crate, and, after ripping the top off, pulled a silver uniform out, "belongs to him. We found it at one of the bases." She handed it to Carol. "They fought valiantly to keep it. To their last breath, in fact."

There was a glee in her voice that disturbed her. Shaking it off, she walked to the console that controlled the cage and looked for the open button. "How do you open this thing?"

Tony rushed over to stop her. "Whoa, whoa, whoa. What're you doing?"

"Trying to get him his clothes if you'd move outta the way." Tony gave her a look. "What? Would you like to be gawked at while naked? I've seen the pictures, Stark, so don't try and lie your way outta this."

Tony quirked up an eyebrow, then raised his hands in defeat. "Okay, fine. But, if that thing pulls you in and starts anally probing you, you're just shit outta luck." He pressed a blue button near the top, and a two square foot window opened in the wall.

Carol quickly stuck the uniform in the window, and jumped back when he grabbed it. Her skin had goosebumps where his fingers touched her hand. She stood there, in awe of this being standing in front of her. "Let's give him some privacy so he can dress in peace."

"Seriously?!" Tony shook his head, mumbling something about being a butler for a fish-man and turned a dial that changed the glass from transparent to opaque. "What's next? You wanna feed it and give it a warm bed to sleep in?"

"Why are you being so inhospitable?"

"Hospitality? It isn't a guest, it's an alien, Danvers," he replied testily. "It should just be thankful it isn't dead right now. And you," he pointed at her, "need to stop pretending that it can comprehend your kindness."

She scowled at him. She wasn't pretending about anything. She knew that he could understand what she was saying. She could feel it. "Of all the things I pegged you to be, a bigot wasn't one of them." With that, she turned her back on him and faced the cage.

"A bigot?" Tony sputtered in confusion. "Me, prejudice? Oh, come on. Don't you –" The sharp knock on the cage wall cut him off. Carol hurried and turned the cage back to transparent. To their amazement, Mahr-Vehl had taken on a more humanoid appearance, the same he had when he encountered Karla Sofen. "Huh. Actually looks kinda human there," Tony said with a verbal shrug.

Mahr-Vehl glared irately at him before glancing at Carol. "My Nega Bands, if you will."

Everyone stared in amazement. "Holy shit! It talks!" Clint marveled.

Natasha rolled her eyes. "No shit, genius. It was talking a minute ago."

"Holy shit! It talks English," he corrected.

She smirked. "That makes one of you."

He glared at her. "Shut up, Nat."

Carol shushed them. "Nega Bands?" He pointed at the gold bands inside the scanning machine. "Ah." She walked over to the table and turned the machine off. _Thank God for on/off switches._

"Wait." Thor grabbed her arm gently and stopped her from taking them out. "Are you certain that this is the wisest course, Lady Carol? A Kree is most dangerous with his weapon in hand, and the Nega Bands are one of the most powerful weapons in the universe."

She frowned and looked from Thor to Mahr-Vehl. "I… I trust him."

"Trust him?" Tony spat in disbelief. "How can you –"

"Tony," Steve said with a cautionary tone. He glanced at Carol. "If you're sure, Carol, go ahead."

She nodded and handed them to him through the window, and then backed away.

He attached them to his wrists with a clink. "At last." He brought his wrists together; when the bands touched, a golden glow enveloped them briefly before exploding outward violently. The wave of energy smashed through the glass and sent everyone except Thor and Hilda flying back. "Freedom."

_Oh man, what did I do?!_

Carol slowly rose to a knee and watched him float out of what was left of the cage and touch down softly in front of her. "Terrans," he hissed menacingly. His eyes became violently aglow with uncanny power. "You will rue the day you crossed me. I am Mahr-Vehl, Pluskommander of the Kree Void Navy and you will pay dearly for your transgressions against me. Every last one of them."

Steve helped Carol to her feet and ushered her to a corner of the room. "Stay here," he said firmly. She nodded shakily.

He turned, shield up, and approached him carefully. "Let's just calm down, okay? No need to fight when talking is good enough."

The Avengers had their weapons drawn and at the ready in case Steve's words weren't heeded. Tony subtly moved over to a platform in the corner of the room. He stepped on it and one of his more powerful armors, one of the ones designed to fight the Hulk, was attached onto him.

"Talk?" Mahr-Vehl growled. "I spent an entire week talking with that damnable female terran, and where did that lead me? Unconscious in a cage with my Nega Bands missing. She had somehow hypnotized me into giving them to her! Never again will I trust your kind." His gaze settled onto Carol before returning to the team.

"I shall stop you, Kree," Thor threatened. Even without Mjolnir, he was confident. "I shall not allow any harm to come to any Midgardian."

"So says you, Asgasrdian. But this is out of your hands."

Carols heart was racing. This was her fault. This was all her fault. That… that thing had tricked her somehow. Tricked her into being kind and helping it out. She helped him get his armor _and_ his weapons back. _Stupid!_

Steve subtly nodded at Clint, who smoothly nocked a tranquilizer arrow and loosed it. The arrow hit him dead in the neck, but bounced out. "Huh?"

"You pitiful weapons cannot harm me! Now," his Nega Bands began to glow, "behold real power!" A beam of energy lanced from his first and nearly cut Clint in half, had he not dove out of the way in time.

The team jumped into action to try and subdue Mahr-Vehl. Natasha fired her guns, to no effect. Jessica and Tony fired beams from their hands/gauntlets, but he was too fast for them to hit.

"The hell are Wanda and Rambeau?" Tony bellowed. He was shoulder tackled with enough force to send him flying, and left a large dent when he smacked into the wall.

"Still upstairs!" Steve rolled out of the way and deflected a beam back at Mahr-Vehl. It almost hit him, but that gave him enough of an opening to sling his shield at his head. It pinged off his temple, knocking him for a loop long enough for Thor to tackle him to the floor.

"Enough of this foolishness, Kree!"

"Indeed. I agree." The beam he fired blasted Thor through the ceiling and through all seventy floors of the tower, and sent him careening to the streets below.

"For the love of Christ! Get this guy out of the tower!"

Steve jumped on his back and tried to get him into a sleeper hold. "No, keep him here so he can't escape."

Hilda cut Mahr-Vehl deeply with her sword, then tried to pierce him with her spear. "Stand down, Kree!"

He grabbed the spear and snatched it from her hand before blasting her. She deflected it with her sword, but it was enough for him to grab Steve and slam him into the floor. Her spear in hand, he raised it up to stab it into him.

"NO!" Carol grabbed nearest, heaviest object she could get her hands on, the Diviner, and chucked it at his head as hard as she could. It hit him right in the back of the head and bounced away, narrowly missing Steve's arm as it rolled to a stop.

When everyone saw what she threw, everything stopped.

"The Diviner," Mahr-Vehl uttered.

"Carol. You just… touched it."

She looked from person to person, seeing nothing but horrified, shocked or even saddened expressions. "What?"

"You touched the Diviner." Tony stood and looked at Hilda. "I thought you said whoever touched that thing would die instantly."

"Die?!" She had, apparently missed some memo and did something she wasn't supposed to. She didn't know, but seeing Steve almost in tears wasn't something she wanted to see again. For a variety of reasons. "I… I just grabbed it and threw it. Maybe I didn't touch it long enough?"

"No." Mahr-Vehl bent down and picked it up without trouble. "This means one thing, terran." He pointed an accusatory finger at her. "You are one of the abominations I have been tasked to destroy."

_Ah, fuck me._

* * *

_**A/N:** This and part of the next chapter were inspired by a recent episode of AOS, when a Kree infiltrated Earth looking for Diviners and Inhumans, to destroy both. Neither will play a big role in this story, but they probably will in the future._


	15. Inhumanity

_**Inhumanity**_

_"Your puny weapon will not work against me, villain," __[Thor said]__ …._

_"Remember my science lesson," Karla replied. She stuck her intangible hand inside his head and solidified it._

Thor returned, Mjolnir firmly in hand, just in time to see the Kree point his finger accusingly at Carol. "You are one of the abominations I have been tasked to destroy."

Thor scowled and spun his hammer over his head. "I say to thee, nay, Kree!" Mjolnir flew through the air and caught Mahr-Vehl flush in the face. He flew back and slammed into the wall behind him with enough force that he nearly went through it.

He slumped to the floor and groaned.

"These Midgardians are under my protection, Kree," Thor rumbled menacingly, "as is all of Midgard. If you wish to destroy any who are not deserving of it, you shall know my wrath in full!" Mjolnir returned to his hand. The runes carved in it glowed with a white light.

"This is not your battle to fight, Asgasrdian," Mahr-Vehl said once he rose to his feet. He jaw carried a nasty bruise where he was struck. "I have been tasked by the Supreme Intelligence to destroy any and all terrans that carry the abominable DNA passed on to them from their ancestors. It is a favor that we are doing not only them, but also your entire race."

"A favor?" Steve spat. "I don't know who this Supreme Intelligence is, but if they consider killing innocent people a favor, then I don't want to." He stepped in front of Carol, shield raised. "You want to get to her, you're going through me first."

"You're going through all of us." One by one, the Avengers stepped in front of her, ready to fight Mahr-Vehl to protect their friend.

He looked at them, surprise and confusion plainly evident. "You don't understand. None of you do. This is not a matter of killing a few innocents. This is a matter of protecting your entire race from harvesting."

That gave Thor pause. "What do you mean, harvesting?"

He sighed softly. "The Kree are a warmongering race, much like Asgard. We have centered our entire society on combat. The Skrull have long been our rivals in that aspect. We have fought many wars against them, some spanning multiple galaxies. Our last conflict saw several million Kree lose their lives. A group of Kree, led by Ronan the Accuser, seek to wage war with them once more. Many on Hala do not see the benefit of blindly fighting them again when our last conflict depleted our army by so much.

"I would reckon that Ronan plans to do so anyway, and plans to raise his own army."

"The Inhumans," Clint said.

"Inhumans?" he repeated with a raised eyebrow. "Is that what you call them?"

Tony shrugged. "For now, anyway."

"Very well. And yes, Ronan plans on using an army of powerful 'Inhumans' to destroy the Skrull once and for all. Centuries ago, the Terragenesis project was initiated to created powerful soldiers for the Kree army using native races of the planets we encountered. We attempted this on more than a hundred planets; on each one, we constructed special temples to house the terragenesis transformation. Nearly all of the planets we visited yielded little to no positive results. Only one, this one, did we have success. The only reason we stopped was because we lost contact with the team of scientists we sent here.

"Now, word as gotten back to Hala that there are countless terrans that carry latent Inhuman DNA. It is suspected that Ronan and his followers plan to conquer this planet and weed out the normal terrans and transform the Inhumans that are left to form their army." He looked at the Diviner in his hand. "This is one of the Diviners with which terragenesis is activated. There should be seven more on this planet, but I have been unable to find them."

"What will happen to everyone who isn't an Inhuman?" Steve asked.

"They will likely be killed after determining that they do not have compatible DNA. So, do you see now? If I can eradicate the Diviners and all terrans who have been transformed, then Ronan and his followers cannot carry out their plans. It is either a few million die, or a few billion. If you stop me now, countless people will die because of it."

"And you're sure?" Jessica asked. "It's been a while since you've been home, right? Maybe things have changed."

"Perhaps," he agreed quietly. His face briefly gained a wistful expression. "However, I believe the apt term here is better safe than sorry, yes? We must find the remaining Diviners and destroy any and all Inhumans, or else your entire planet is doomed."

Thor glanced down at the floor. It was his duty to protect Midgard from any and all threats. When even one human was killed, he considered it a failure on his part. No matter how he looked at it, if this Kree was telling the truth, then too many people were going to die.

"We can help you find and destroy the rest of those Diviners," Steve said after thinking on it for a moment. "But, we can't and won't allow you to kill any innocent people, Inhuman or not."

"But, these people are not innocent," Mahr-Vehl insisted. "These people are abominations against nature itself, transformed using a method that will ensure the slaughter of billions."

Thor could tell without looking at him that Steve wasn't buying it. Neither was he. "As the Captain stated, we shall aid you in your search for the other Diviners. However, I also cannot condone the murder of these Inhumans. They are no more at fault for the nature of their being than mutants are for theirs."

Mahr-Vehl looked at each of the Avengers in turn, one by one holding their gaze, as if determining their thoughts on the matter. "It seems that we agree to disagree, as the saying goes."

"Seems like it," Steve agreed.

He nodded and relaxed his stance, which had still been quite tense despite tensions decreasing over time. "Fine. But, I still must find and destroy the remaining Diviners before any of Ronan's followers reach this planet. What we will do about the abominations that have been created thus far, as well as those yet to be created, is a discussion for another time."

With that, he floated into the air and quickly flew out of the holes he created when he blasted Thor out of the tower. As a showing of good will, seemingly, he repaired said holes as he left. "The jerk didn't even apologize for that," Tony grumbled.

"Forget it." Steve stepped around him and approached Carol. "Are you okay?"

She was pale and visibly shaking. "Yes."

"Being told by a complete stranger that he has to kill you, and you say you're okay," Clint said. "Not buying it, flygirl. Come on." He put his hands on her shoulders and ushered her to the elevator.

"J, was anyone hurt in the above floors?" Tony asked once they were all in the car and heading up to the common floor.

_"Everyone is accounted for and uninjured, sir," _he answered. _"Although, Ms. Potts is rather perturbed at having her tower transpierced by Mr. Odinson in such an abrupt manner."_

"Good. And _her_ tower?" Tony questioned with a raised eyebrow.

_"Quite, sir. When you appeared to have deceased, the deed to the tower was passed on to her, as per the instructions indicated in your will."_

"Oh. Right." The team filed into the common room, only to be greeted to half a sofa and a missing coffee table.

"At least he didn't hit the TV," Clint said thankfully.

Thor slumped down in a chair near the wall and sighed heavily. He was thankful, very much so, that nothing more transpired with the Kree. He knew their race. He knew how violent they could be, and how relentless they were with their missions. He also knew how they, some of them, viewed 'lesser' beings such as humans.

Mahr-Vehl, he wasn't sure about. But, he had heard of Ronan the Accuser. He knew that he was a ruthless being, who would stop at nothing to get what he wanted. The question was, though, why did he want to assemble an army and wage war with the Skrull?

The Skrull did not pose much of a challenge to the Kree. They were a mercantile race, who preferred trade over war. At least, they did in times past. Encounters with the Kree forced them to adapt, as was their wont to do.

He wondered briefly if they would dare to hazard an invasion of Midgard. With their shape-shifting abilities, they could exist undetected for many years, waiting and plotting until the time to strike was right.

Thor then realized, that time was now. Midgard was at its weakest. It was still reeling from Hydra and Ultron, and the Avengers were going to be busy picking up the pieces. If another invasion were to occur right now, especially one where they would not know who was an enemy and who was not, they stood little chance of repelling it in time.

And, what of the Kree? The Kree possessed technology that far, far exceeded anything Midgard had at its immediate disposal. They could wipe out any country's army within moments, and would stop at nothing to assimilate Midgard into its empire.

This was very worrying, but not something he wished to discuss with the team at present. Instead, he stood and walked into the kitchen, where he found Brunnhilda attempting to figure out how to use the microwave. He chuckled softly. "Here, allow me," he said as he gently moved passed her and pressed the buttons to warm her food. "I have been thinking about what the Kree said moments ago. Midgard is very vulnerable to an invasion from both the Kree and the Skrull."

"Thank you." She moved aside and leaned against the table. It groaned audibly with her added weight. "From what I have seen, the majority of the mortals on this planet are weak and not fit for battle." That was not a surprise, as he had noticed the same himself. The sheer number of those unfit, however, was. "And those with powers and uncanny abilities are untrained, and also unfit for battle. They are reckless."

The microwave dinged, prompting her to reach for her sword in shock. "Worry not. 'Tis merely finished." He removed her meal, half a chicken with a few corn on the cobs, and handed it to her. "And with an army of these Inhumans at their disposal, Midgard's one advantage is lost."

She nodded and began eating. "What do you wish to do about it, my friend?"

He thought silently on this for several moments. He could destroy several of their armadas by himself, as could Lady Monica, he suspected. This new team of Avengers were formidable in their own right, but they lacked the power outside of Spectrum to be a hindrance for long. "I plan to return to Asgard today and remain there for a day or so. I shall ask Father what he believes the best course is."

She nodded slowly. "I shall return, as well." She finished inhaling her light lunch and placed the plate in the sink. "Shall we away now?"

"Aye. The sooner, the less likely Mother is to flog me for not returning right away." They laughed and walked back into the living room. "My friends," he announced, "'tis time for Brunnhilda and I to return to Asgard for a spell. I am certain my parents and friends eagerly await my arrival, so I had better away now."

"Hey, you two had better be back by Friday," Tony said with an cautionary finger point.

"Of course, Tony. I would not miss our upcoming feast for anything." That was, of course a lie, but Tony need not know that.

"Thor," Steve said. Thor turned his way, already knowing what he was about to say. "Why don't you give Darcy a call, just to see how she's doing, before you set off."

He hesitated obviously before nodding. "Of course." He turned to walk to the elevator, then stopped to glance at Brunnhilda. "Go ahead without me. I shall be but a moment." She nodded, and he walked inside the elevator and headed for his domicile.

Once alone, he rested his head against the back wall. "Heretofore, she answered my call 'pon the first ring. At present, it appears as though she is avoiding me." _Could it verily be?_

He hoped she hadn't moved on, but he was not the fool he was when he first cast eyes upon her. Jane was a young woman, not having reached thirty years yet, to his recollection. She deserved to have someone in her life, as opposed to spending her time mourning his seeming death.

And besides, it was he himself who told Steve bluntly that it was better to move on than spend one's time mourning. Those words, to his perspective, were spoken only a few weeks ago, yet almost two years had passed.

As he stepped off the elevator and walked toward his penthouse, he spent a little more time thinking. He, between his time in between Asgard and Midgard, and his duties to the Avengers, did not have the time to spend time with Jane as he should have. Jane deserved someone who could spend more time with her at a moment's notice. Also, there was the issue of her mortality. He, while not being immortal himself, was extremely long-lived, likely to reach into the tens of thousands before he perished for good. She would have died of old age long before that happened.

Mayhap it was better to let her be truly happy, while he pursued something more… long-lasting.

Those thoughts made him feel more at ease. Enough to get the phone call and subsequent heartache out of the way. He picked his phone and promptly dialed Darcy's cell phone number from memory. It rang a few times before she picked up.

_"Hello?"_

"Darcy! Hello!" he greeted, overjoyed to hear her voice again.

She sputtered in surprise. "Thor! Omigod!" Already, she sounded like she was tearing up. "It's so good to hear your voice again."

"'Tis agreeable to hear yours, as well. How have you been?"

"I-I've been good. Jane keeps me busy, and I'm getting work in my major, finally. I'm starting to get recognized around here, so maybe this will lead to something bigger."

He was grinning from ear to ear, despite knowing that she couldn't see him. "That is great, Darcy. Truly, I am very proud of you."

"Thanks." There was a lengthy pause and he could hear her fiddling with something on the other side. "Would you - would you like to talk to Jane?"

He opened his mouth to answer, but stopped just before the words came out. Was he really ready to hear what he already knew to be true? Did he even want to hear it? _For both of our sakes, I had better. _"Aye, I would."

There was a pregnant pause, one very tense and prolonged, before Jane voice filtered into his ear. "H-hello?"

Hearing her voice could only have been likened to listening to the beautiful music produced by going maidens playing their golden harps in the courtyards of Asgard. He breathed in deeply, imagining she was standing right beside him, allowing him to smell her sweet scent. "Hello, Jane," he said, breathlessly.

She shuddered softly. "Thor, I…" She started weeping bitterly, making Thor's heart tear itself to pieces. "I'm so sorry!" she pleaded tearfully.

He knew what she was already apologizing for. It explained why she had been avoiding him the last day or so. Shame and mayhap even guilt kept her from conversing with him as soon as his presence became known to Midgard.

While many mortal men would have found her actions and reasoning cowardly, he understood. He held no animosity toward her, only pity for the unfortunate circumstances that she suddenly found herself in. "Please, do not feel sorry, Jane. You have a right to be happy."

"But –"

"You could not have known that I would return one day. I assume that the man who answered your phone last night was your new boyfriend?" The word felt foreign on his lips still. It was not a word that was used in Asgard.

She hesitated, obviously thinking his words over, as well as calming herself down. "Yes."

"Does he make you happy?"

Again, she hesitated. "Yes. Very much."

"Then, where is the cause for trepidation? Who am I to expect you to abandon him to return to me? Why should I ruin your happiness to sate my own?" He paused to let those question sink in and, hopefully, make her see reason. "I will always care about you, Jane, but I cannot put my joy above yours."

Jane was speechless for a long time, making Thor think that he had said something wrong. Then, she started laughing, which only confused him more. "You really are an alien, aren't you," she said with no heat. "Thank you. For understanding and for being so… okay with is. This can't be easy for you."

She had no intellection on just how difficult it was for him to say what he just said. "Aye," he replied quietly.

"You'll visit us from time to time, right? You and the Avengers?"

"Of course. When we have the time, that is, but we shall see about you."

"Good."

Thor and Jane conversed for another two hours, as was their wont in time past. Before long, and before he knew it, she ended the conversation out of fear that her new boyfriend - there was that word again - would start to get jealous. Thor understood and bid her a good day, with a promise that he would see her, Darcy and Dr. Selvig soon.

Thor placed his phone in the drawer of his bedroom, where he kept it when he went out, and walked out of his penthouse to head back to the common room. "I am off, friends," he said as he summoned Mjolnir to his hand.

"Not so fast, Thor. How'd it go with Jane?" Jessica asked with a knowing grin.

"Make a take a quick trip over to New Mexico for some… bonding time?" Tony followed up, the same knowing grin on his face.

Thor couldn't help but smile at their insinuations. They were much like small children in that way. "I regret to say that Jane and I are no more." He noticed Steve and Carol share a glance. "She moved on earlier this year. It would be unjust of me to expect her to leave her current relationship to be with me again."

"That's too bad, buddy," Tony said with a clap on his shoulder. "Look on the bright side, at least there are plenty of ladies in Asgard to keep you company."

One in particular.

"And on Earth, Tony." Janet approached him, a friendly smile on her lips, and snaked her arms around his. "If you ever need to talk, or _anything_ else, you come find me, okay, Gorgeous?"

Tony rolled his eyes and pried her off of him. "Down girl. Let the man go home."

Thor chuckled to himself. "I shall find you if the need arise, Lady Janet." He stepped outside onto the balcony. "Until again, my friends."

"Bye!"

"Tell your folks we said hi!"

He waved and flew up onto the roof. "Heimdall, open the bridge!" The familiar rumble and rainbow colored light of the Bifrost Bridge washed over him, carrying across light years of space in an instant. When he opened his eyes from a mere blink, he was standing within Heimdall's observatory. "Heimdall, my old friend."

Heimdall smiled and caught Thor in a hug. "My prince, 'tis good to see you amongst the living once more."

"'Tis good be back; both alive and home. I trust all has been well?"

After the moment of elation at seeing his old friend, Heimdall's face returned to its normal stoic expression. "Aye, for the most part. Apart from the usual invasion during the Odin sleep, as well as rumblings that Surtur has awakened, all is calm."

"Surtur has awakened?"

"Mayhap. The Allfather has already stated that he will battle the demon, if the need arise." Heimdall paused to remove his sword from the conduit that controlled the Bifrost. "It is good that you returned when you did, Thor. With you here, Asgard will have the rightful heir to the throne seated 'pon it when that time comes."

He had been anticipating the day when he would take the throne. But, ever since he met the Avengers, and Jane, he had been hoping it was a long way off. Now, perhaps it wasn't as long a wait as he hoped it was. "I shall be ready, whenever the day comes."

"I trust that you will." Nodding, he returned to his station over the Bifrost to continue overlooking the universe.

Thor walked out of the observatory and looked ahead. In the distance, across the Rainbow Bridge, was the shining city of Asgard. A roll of thunder boomed in the distance. The warm feeling of elation rose in his chest. He was home.

With speed, he whirled his hammer and flew toward the city gates. In the distance, he heard the familiar trumpets that sounded whenever he and others returned from battle. A grin as jubilant and exultant as a child, he touched down at the mouth of the bridge.

"Thor!" Sif ran up and jumped into his arms. "You have finally returned!"

He held her tightly, more tightly than he had in centuries. "Aye, my Lady. I have come back." Out of the corner of his eye, his saw the Warriors Three, Balder and Brunnhilda jogging up. "My friends! Brother!" He set Sif down gently and enfolded all three of the Warriors in his arms, then Balder.

"When Brunnhilda reported to us that you lived once more, we thought twas a cruel jest," Fandral said. "But, now that I see it with my own two eyes…" He trailed off and hugged Thor again.

Thor chuckled and patted his old friend on the back. "Indeed, I have returned. For good, I can only hope."

They walked briskly down the path to the royal palace. As they walked, Thor regaled them with a tales of the Avengers' recent battles against Ultron, Hydra, and most recently, the Kree.

"We know of the Kree," Sif said. "Odin noticed that he had been on Midgard for three years. What was he looking for?"

"Diviners." Looks of shock passed over them. "He said that there are some on Hala who wished to wage war with the Skrull once more, and plan on harvesting mortals with Inhuman DNA to build an army. The Kree, Mahr-Vehl, intends to destroy the Diviners and those Inhuman that have already been transformed to prevent that from happening."

"There could be millions at this point," Balder noted. He rubbed his chin in thought for a moment. "Even if he destroys the Diviners, and kills all the Inhumans, that will not prevent the Kree from invading Midgard still. If anything, them coming light years for one sole purpose, only to find that that purpose had been thwarted long ago, may enrage them to the point that they destroy Midgard in retaliation."

Balder was correct. The Kree had no means of communicating with Midgard, and the group led by Ronan likely wasn't in communication with Mahr-Vehl, anyway. Midgard was going to be destroyed by Ronan, regardless of what happened with the Diviners and these Inhumans. Thor was sure of this. Before he could relax and spend time with his friends, he needed to bring this to his father's attention and determine the best course of action. Only then could he relax like he wanted to.

He stepped inside the palace and was immediately bombarded with a bombastic greeting. Trumpets sounded from both sides of the hall, filling the palace with an exuberant fanfare. Maidens numbering in the dozens ran up to him, crowding around him to catch a glimpse of the most eligible bachelor in all of Asgard. Thor, with his gained experience with the fangirls on Earth, had much experience with this and gently pushed past them en route to his parents' throneroom.

The closer he got, the more anxious he became. It had been a while, even from his skewed standpoint, since he had seen his parents. He already knew that they were not pleased with his short visit the last time he was in Asgard. He only stayed for a day at most and didn't even come to see them.

He felt awful about that, and sought to stay longer this time to make up for that. Perhaps after the party, he would come back for an even longer stay.

The only remaining obstacle were the enormous golden doors leading to Odin's court. With practiced ease, Thor pushed the doors opened and stepped inside. "Hail! The Son of Odin has returned to Asgard!" he boomed in a loud, clear voice.

Frigga, Queen of Asgard, leaped of her throne and ran as quickly as her dress would allow to meet him. He graciously met her halfway and captured her in his arms. "Mother."

"My son," she said joyously into his chest. "My dear son."

Odin joined them, wrapping his arms around Frigga and Thor. "Thor, my son. The fates have smiled upon us this day." A smile cracked his craggy face for a moment.

"When Valkryie told us that your soul had not been found in any of the afterlife realms, I just knew that you would return one day." Frigga touched his head and kissed his forehead. "Come, Thor, you must tell us about your recent adventures. Where have been all this time?"

To that, Thor didn't have an answer. He remembered having Moonstone's hand phased through his head, then black. Then, just as suddenly, his hammer was back in his hand and his was in Washington, DC. It was a conundrum that he had not given much thought to the last few days, as busy as they've been.

He knew that Dr. Strange, the Sorcerer Supreme of this dimension, was the cause of his resurrection. How he accomplished that, Thor didn't know. He had been hoping that he would show himself and explain how he did what he did, but he had failed to do so thus far.

"I am unsure," he answered. Frigga frowned confusedly. "I… do not recall anything from the moment I previously perished until the moment I returned." It was just as well, he supposed.

Frigga appeared to agree. "'Tis just as well, I suppose. You are back, and I will never let you go again."

That brought a fond smile to his lips. "Aye. I am not going anywhere."

* * *

After spending hours with his parents, speaking about everything he and they could think of, Thor took a brief leave. Dressed in his usual royal regalia, as opposed to his battle armor, he walked inside the deepest part of the prison. In front of the only door at the end of the hall he was striding down, a hulking bald man with an enormous battle ax. "Skurge," he said.

Skurge the Executioner, the man responsible for carrying out Odin's death sentences, looked up from his post and smiled grimly. "Odinsson. I had heard of your return, but did not believe it until now."

"I would not have believed that _you_ would be on guard duty of all things. What did you do to anger the Allfather?"

Skurge hesitated and fidgeted for a moment. "Nothing. I requested this post." When Thor raised an eyebrow, he continued. "Loki and Amora are the only two prisoners in this wing, as you well know. Should they escape, there are none in this realm more equipped to execute them than I."

He sounded confident, so Thor let it drop. "Very well. I wish to speak to the both of them."

Skurge nodded and moved out of the door path and allow him entrance.

Thor inhaled deeply and walked inside. A pair of cells, barricaded by golden energy, were situated in the back of the massive area. The lone occupants were facing away from him; Amora was lying in her bed and Loki was sitting in a chair reading a book.

She was probably sleeping, so he walked over to Loki's cell. Loki looked well. He was a tad paler than usual, but he looked to be in good constitution. "Hello, brother."

Loki's book snapped closed. He whipped around to face him, eyes wide and disbelieving. "Impossible," he spat. His emerald eyes scanned over Thor, scrutinizing every inch of him. "You are dead. I know you to be."

His voice was as cool as always, but there was an edge of anger lacing every word. "I was," Thor answered.

"And now you are not." If there was any amount of disbelief within Loki, it appeared to be gone. It was a quick acceptance. Too quick. "Very well. You may go now."

Thor couldn't help but laugh. "Is that it, brother? No tears of joy? No yearnings to hear of my otherworldly adventures? No happiness to see your long lost brother?"

"No."

Thor just shook his head. "I expected nothing less from you, King of Lies."

At that, Loki raised an eyebrow, then breathed out a short laugh. "My past colors your judgment, Thor. I tell no lies this time."

"And a snake sheds no skin," he said in counter.

Loki's thin lips twisted into an angry scowl for a brief moment, then smoothed back into their neutral frown. "If that is what your feeble mind can concoct, then so be it. I certainly cannot stop you from believing what you wish to."

Thor shook his head again. Getting Loki to admit what he was feeling deep down inside was impossible. Thor was only going to be there for twenty-four hours, maybe a little longer. That was not long enough, and frankly, he didn't have the patience to navigate the winding, twisting web of the lies and half-truths that he spun to protect himself.

"Then, I accept your mere acceptance, Loki. You may not reciprocate the feeling, but it warms my heart to see you well."

Loki's mouth twitched, but he said nothing more. He merely opened his book and continued reading.

Thor watched him for a moment longer before moving on to the cell next to his. Amora was still seemingly asleep. Her dress was dirty and she seemed a little thinner than she has been since the last he saw her. He, for reasons unknown even to himself, felt guilty for her being in this predicament.

She had aligned herself with evil on her own accord, but he still felt responsible for that. It was foolish to think, but he couldn't help it. Amora was one of his closest friends. He cared deeply for her. When she betrayed him, he spent hours deeply pondering why. He still didn't know.

He didn't want to leave until he got an answer, but it didn't seem that he was going to get on right then.

Thor kept his eyes on her sleeping form a minute longer before turning to walk out. Right before he reached the door, he heard a rustling noise coming from her cell. He stopped and turned his head slightly, and caught her moving to the edge of her bed.

"Greetings, Amora."

She swallowed and turned her head. Not out of anger, but out of shame. Her shoulders shook with bitter weeps. He felt his heart break.

"Is it truly you, my love?" she said, shakily and unsure.

He nodded. "…Aye. 'Tis truly me."

Though he thought this would put her at ease, it only served to make her weep even more bitterly.

He grimaced. His presence was only upsetting her, so he turned to take his leave. "I shall return another time," he said.

"And they say _I _am theatrical," Loki remarked coldly. Amora's scathing reply was cut off by the steel door closing firmly behind him.

Thor did not understand. He didn't understand why the two people he, by all rights, should have hated more than anyone else in Asgard were the two of the people he cared for the most. Loki, his dear brother, and Amora, one of his oldest friends; both had betrayed him and tried to kill him. Both sought to rule Earth and enslave the humans.

He tried to help them both as best he could, but there was only so much he could do. The rest was up to them. Amora, he didn't know if she wanted to be help. Loki, certainly wouldn't have accepted his help, even if he admitted that he needed it.

It was an uncomfortable position to be in. He would never give up on him, but there appeared to no hope for him. Nothing Thor had said, and likely would ever say, would get through to Loki.

There was nothing more heartbreaking than wanting to save his little brother, and not being able to because he wouldn't let himself be saved.


	16. Water is Sweet, But Blood is Thicker

_**Water is Sweet, But Blood is Thicker**_

_**4:12 PM**_

_Her eyes opened and beheld that her own brother was holding the gun. His face carried no emotion, not even the magically induced glee he displayed earlier during their fight._

_Her eyes welled up and loosed streams of tears down her cheeks. Flashbacks of their childhood flashed through her memory, as if remembering the love and devotion they shared for one another would somehow lessen the impact of being killed by her own flesh and blood. The only flesh and blood she had left._

_"Goodbye, Wanda."_

_She closed her eyes and sobbed softly. Any hopes of her ever seeing him in his right mind again were finally dashed to pieces.__ Goodbye, Pietro._

The most exciting thing that happened to Wanda since the Hydra mission was Thor suddenly crashing through her floor, sending her tumbling onto her bed, and then just as abruptly exiting her bedroom through the ceiling. She had fantasized a few times of something like that happening, but not quite like that.

Whatever was happening downstairs had long since died down, ending with a purple man in gleaming armor lying through the hole that Thor had created. At this point, there wasn't much that phased her anymore.

And she was too tired to give a care either way. She hadn't been sleeping well lately. She had been plagued by nightmares the last few nights. In her dreams, Pietro's soulless green eyes stared down at her behind the muzzle of a smoking gun. A flash, then she was floating in midair, watching her own dead body bleed into the street.

It jarred her awake every night, leaving her in a cold sweat and short of breath.

Dying and being resurrected months later was seen by some as a blessing. Others saw it as an opportunity to continue doing what they'd always been doing. Wanda, she saw it as a curse.

They had been back for three days now, and each night, she had dreamed of that day. The memory was still so fresh and so vivid. Every time she closed her eyes, she saw it. Saw him, green eyed and emotionless. The man plaguing her dreams was just a monster.

Pietro was dead, and wasn't coming back.

That was the reality that she had been forcing herself to accept. She was now alone in the world, a lone Maximoff burdened to carry a sordid family legacy on her own. It was a burden she had no choice but to carry.

She would shoulder it all, because she was the only one of them left. Pietro was gone, for good.

Accepting this new reality took a piece of Wanda. Her happiness and reason to smile were dead and gone. Left in their place was colder, more jaded woman, cynical to the world and harsh to those who cared for her. Steve was merely the first victim of her new found anger.

She wasn't even angry that he made an empty promise. She just wanted to not want Pietro to be found – even if that thought went against her very being. Pietro meant everything to her. He was her world, her anchor. Without him, she felt lost, adrift in an endless sea with no hope of ever getting back to shore.

By all rights and sense, she _should_ have wanted him found as soon as possible. But, what if he wasn't the same? What if he was still under that damned witch's control somehow? What if he wasn't the same Pietro that she had known and loved her entire life?

It was unthinkable. It wasn't something she even wanted to consider. She didn't want to imagine life with him.

Pietro had always been there. From the moment their foster parents, Django and Marya Maximoff, were killed when a shell destroyed their apartment building in Sokovia, to when they were found wondering the streets by Magneto's minions, to when they joined the Avengers, and every moment in between, he was there. She couldn't imagine life without him after having him by her side nearly every day for the last quarter century. She didn't want to. And that meant not wanting to think about finding him, because that meant having to acknowledge that he wasn't by her side.

Her reasoning made no sense, not even to herself. She was in uncharted waters, though, so she felt that earned her a little slack.

Even walking outside her penthouse hurt. Seeing his hero logo on the door across the hall made her feel excited every time she saw it, as though he was about to walk out into the hall at any moment. It never happened, and it wasn't going to happen as long as she got her way. Which wasn't going to be for much longer; not as long as well-meaning people like Steve and, surprisingly, Tony were around.

They both came to check on her every so often, to make sure she was okay. What could she say? That she wasn't okay and she felt that a piece of her soul was missing and she had no hope of recovering it? Would they even accept that she didn't want her brother, the missing piece of her soul that she ached and longed for, to be found out of fear that he was the same man who ended her life? Would they understand?

Steve might. The parallelism between her situation and his with his friend James was frightening.

People changed. That was a fact that she had to accept. And to accept it, she had to change herself. The first thing she did was toss her suit in the garbage. Gone was the red leotard with pink stockings, the red boots, the long billowing cape - she really missed that the most - and the M shaped wimple. In its place had been a pair of red pants and long red coat. Tony couldn't stop laughing at how lazy and silly it looked.

There was no pleasing that man. That was why she spent a few hours in the mall looking for something passable. She happened upon a store and found a nice black dress and a really nice red coat. Along with some black wrist guards, necklaces and a few rings, she looked ready to embrace the new her. She also got her ears pierced, because why not.

This was, of course, just a placeholder until Janet and Tony finished with the suit that she asked them to make for her. Tony decided to give the team a makeover, which Janet - who was, apparently, a gender-bent Tony Stark - heartily agreed.

The woman had a certain style that Wanda wasn't used to.

_"Col. Rhodes has returned, sir," _Jarvis announced, cutting into the silence that had filled the common room.

Wanda has been painting her nails black, and looked up when he walked inside. She didn't know him very well, so she didn't know if the grim expression he was wearing was normal for him or not. Hearing Tony talk about him, she felt that it was.

"Colonel," Steve greeted. "What'd you find?"

Rhodey didn't answer until he had a glass of scotch in his hand. He took a sip, then sighed heavily. "The people at Ryker's said that Carter and Ward never showed up with Viper."

Steve cursed sharply and paced behind the sofa, hands planted on his hips.

"I did find the quinjet, twenty miles outside of Toronto. No sign of Viper or Ward."

Steve frowned and stopped pacing. "What about Sharon?"

Rhodey's grimace deepened. "I found her and three other agents still in the quinjet. …I'm sorry, Steve."

It didn't take a genius to figure out what he meant.

Steve choked out a thanks and made a beeline for the kitchen. A few people hesitated about following him, but they all silently agreed to leave him be for now.

"Were they close?" she asked with a deep frown.

"She was his ex-flame's niece," Tony informed her. "I guess they were going to give dating another try." He shrugged softly.

She remembered hearing Clint and Tony going on at Steve about a Sharon. That must have been her.

Jessica stood up from her seat at the bar and walked out in a huff. "Should have bloody killed her," she said darkly under her breath.

"That would have helped, I think." She knew what Jessica's problem was, and it wasn't about Sharon.

Wanda knew what she was dealing with. She saw her face in Germany. She could confidently assume that Viper was more than her surrogate mother.

It reminded her of the angry she felt when she found out that Magneto, the man who manipulated and used her and her brother as pawns and weapons in his race war against normal humans, was her father. It was the worst, most disgusting moment of her entire life. The embarrassment of being the spawn of that racist bastard was unbearable. To the point that she hadn't told anyone, even the Avengers.

"Well, I could use a drink," Tony said as he stood and headed behind the bar. "Too bad I'm missing a few bottles."

Carol shifted uncomfortably.

"Well, I guess the unscrupulous rogue that took them will find it in their heart to reimburse me."

_"Sir, I have just received a distress call from Romania. There is a group of young mutants being threatened by a battalion of Mutant Response Division operatives."_

Wanda jerked her head up at the mention Romania, mutants and the MRD.

"Why are _we _getting the distress call?" Tony asked mid-pour. "Just let the junior X-Men handle it."

_"Because __they__ are the ones that sent the distress call. The soldiers have anti-mutant technology which has nullified their powers."_

Tony sighed and set his drink aside. "Fantastic."

Steve burst out of the kitchen and made a beeline for the elevator. "Suit up. We'll brief en route."

He didn't sound like the decision was up for debate.

Wanda was the first on the elevator. Even if she wanted nothing to do with her father, she still cared deeply about her fellow mutants. Especially those that were still teenagers. She understood what they were going through – the fear of people finding out they were mutants, and that fear of themselves and what they had suddenly become.

She understood the need, but she couldn't understand why Xavier still enlisted children onto his team. From what she heard, it was a team of teenagers that caused the whole Civil War thing. While Xavier's teenagers were highly trained, youth bore mistakes. That, she knew more than anyone.

Wanda ran into her penthouse and quickly changed into her makeshift suit. After seeing it on herself in the mirror and acknowledging that _this_ was what she was going to wear on a mission, she realized that she had made a horrible mistake in tossing her old suit before her new one was ready. She looked less like a respected super-heroine and more like a goth who just walked out of a Hot Topic.

She sighed and shrugged. "Too late to change it now."

* * *

"That's somehow a lazier costume than your last one," Clint remarked, shoulders shaking with restrained laughter.

Wanda sighed and sunk down into her seat in the quinjet. "It's the best I can do until Janet finishes my new suit."

"Riiiight. You sure about that, witchy?"

Peter, who had finally awoken that morning and was, for the most part, healed from his injuries, Bobbi and Bucky walked abroad and strapped in.

"Whoa, you guys feeling up to this?" Clint asked them, but mostly Bobbi.

She nodded. "I'll be fine, Clint."

He nodded and let his eyes drift over her. She was wearing her SHIELD tactical uniform. "And you, Parker? You got nothing to prove to us, kid."

Peter waved him off. "I heal quickly. Besides, I was about ready to yank my hair out after being in bed those few days. Gotta do something, you know?"

Clint nodded. "Fair enough."

"Clint," Carol called from the cockpit. He walked inside the cockpit and strapped into the co-pilot seat.

Carol flipped the switches to bring the jet to life, then rocketed out of the hangar at the top of the tower and headed for Romania.

It had been years since Wanda had last faced any anti-mutant organizations. Actually, since she joined the Avengers. She could only assume that was because they didn't want to earn the ire of a giant green rage monster and thunder god, as well as the other Avengers. She had seen what they did to people who hunted or hurt one of their own - the most prominent being Thunderbolt Ross - they were a force to be reckoned with.

That was the reason she joined the Avengers; well, one of the reasons. She was tired to having to constantly deal with racist groups like the MRD, but she didn't want the whole of humanity to suffer her ire, like Magneto encouraged. At least with the Avengers, she had a healthy avenue to exercise that pent up anger.

"Alright, listen up," Steve said gruffly, immediately gaining everyone's attention. "The distress call originated from a small village in central Romania. The New X-Men were dispatched to uncover a mutant concentration camp and release the captives. Satellite imagine places that camp here," he pulled up a map of Romania, then circled a spot in the center. "There's an MRD headquarters not even a mile from there, so it checks out. Our objectives are to eliminate the MRD presence, find the mutants in the camp and free them, and then destroy the camp for good.

"Wanda, those captives are probably going to be scared and mistrustful of any non-mutants."

She nodded. He felt that they would be more willing to listen to a well known mutant than a well-meaning human. "I understand."

He nodded sharply. "Then, in that case, I want you to take a team inside the camp, find and free everyone, then destroy it. Take Janet, Danny, Peter, Bucky and Bobbi with you."

Five people she didn't know and had no chemistry with. Fantastic. "Understood."

"The rest of us will handle the MRD and whatever backup they may have. We won't stop until every last one of these guys are out of the country. Understood?"

Wanda had to appreciate how seriously Steve was taking this. The MRD was a plague, like most anti-mutant organizations. They only lived to make a certain sect of people's collective existence a living hell for the sole reason that they were born with a certain gene. It was of no fault of their own, but that didn't matter to the MRD.

What really amused her about them was that they solely hunted mutants, but not any other Gifted's. From sight alone, there was no difference between a mutant and a metahuman. It was just one of many thing that made group like the MRD and the Friends of Humanity a joke.

* * *

It had been years since she last stepped foot in Romania. Her last memory of this place was her and Pietro begging on the street corners for a scrap of food to eat. It was cold and snowy that day. They ended up going to bed hungry, in the middle of a dusty floor in a dilapidated building. Just the two of them huddled together, struggling to keep warm. Pietro ended up catching a nasty cold from that night; one he very nearly didn't shake.

She didn't have many good memories of Romania. It was an unforgiving, mistrusting place. Street urchins like her weren't very well looked upon. Even less since she was a witch _and_ a mutant.

She stepped off the quinjet and took the surroundings. The same raggedy buildings in the distance. The same snow covered trees. The same icy roads. The same bundled people shuffling to their destinations. It hadn't changed in twelve years.

"The camp is right up this road, Wanda," Steve said.

"Hold up." Tony walked up to her and handed her a bracelet. "That should keep your powers active even if they have any mutant nullifying tech."

"Thanks, Tony." She clipped the bracelet on and noticed the jewel in the center turned green. She nodded and began to head down the road leading to the camp.

Snow was falling steadily and sticking to the ground, making it it hard to walk. She was thankful she was wearing sturdy boots, but cursed herself for wearing a dress. She didn't even think to bring her long coat instead of the short one she had on.

"Aren't you cold?" Peter asked her as they walked.

"No," she answered with a smile. "I grew up in this area. This is nothing." That was as big a lie as she had ever told.

Steve had Carol land the jet a short distance from the camp, since making them walk a mile in the snow was unnecessary. She was thankful, as she was about to freeze to death.

It wouldn't have been the first time she could rightly say that.

"That must be it," Danny noted. Over a small hill, there was a large building surrounded by a twenty foot high barbed wire fence. Guards dressed in dark green and light brown armor and armed with assault rifles were marching along the perimeter.

Wanda bit her bottom lip and thought of the best way to go about this. They could have just ran up to them and started punching, but that would only succeed in alerting the ones inside. "Wasp, shrink down and go with Spider-Man to take out the guards out front."

"Got it."

While that was taking place, Wanda mumbled under her breath the incantation required to cast a seeking spell to find those inside with mutant DNA. "**Blood calls to blood and power to power. Find those with uncanny ability inside this wretched tower."** She repeated it twice more, after which a small red ball materialized out of thin air.

"Whoa, what's that?" Bobbi asked.

"A little something to make our jobs a little easier." She glanced up and noticed the pile of unconscious bodies surrounding the fence, as well as the hole in said fence. "Let's move."

Danny was through the hole first, and was carving a swath through the assembled security detail that had poured out of the main building.

"More mutants," one of the men lamented.

"Hey, isn't that Scarlet Witch?" another asked before he was knocked unconscious.

"Yeah, it is! Get the Nullification Pulse going before she can get inside!"

"Let's rock, freaks!"

"Hey! Who're you calling a freak? I'm human, like you assholes." Bucky sprayed the group of MRD soldiers with bullets to keep them from doing anything more. There was a silver and blue device lying on the ground. In the center, the blue light of pulsating. "Anti-mutant tech, I presume?"

Wanda nodded and destroyed it before running inside the entrance they left open. Bodies, some unconscious, others torn to pieces, lay strewn across the floor. Blood was smeared along the wall and ceiling.

"I thought Xavier taught his kids _nonlethal_ methods," Bobbi said, voice thick from holding back a gag.

"I… don't think this was done by the X-Men." Bucky kneeled down by one of the eviscerated bodies. There were five long slash marks along his chest, as well as a chuck of his neck missing. The shape of the neck wound was similar to a large man biting a hunk of meat out of a large drumstick.

Wanda saw the wounds and grimaced. "Sabertooth."

"Who?"

"Victor Creed," she answered. "He's a member of the Brotherhood."

The others shared the same look of anxiety. "Great. Any chance they've already left?" Bobbi asked hopefully.

Wanda didn't answer until she started moving down the hall again. Bullet casings littered the floor, as well as more claw marks. Large footprints were also embedded in the floor, leading outside. "Not likely. They probably also received the distress call. If they were already gone, this building wouldn't be standing right now."

She sighed deeply. _I suppose I couldn't run from them forever. _As much as she wanted to avoid a reunion with the people who happily used her and Pietro as weapons, she wasn't going to leave. There were too many people here who needed to be saved, and frankly, the Brotherhood was going to carve through all but two of the people with her if she did leave.

Especially if _he_ was with them.

"If the Brotherhood is here, then we need to stick together." Her ball suddenly shot down a hallway adjacent to their current one. "This way!"

There was a chance that her spell would lead them to the Brotherhood, as opposed to one of the prisoners. She supposed that that was fine; they were going to have to face them eventually.

As the neared the end of the hall, she heard voices from around the corner. "Eric said he was here somewhere. Fan out and find him."

The voice belonged to Mystique. _Fantastic_. "Hold on a minute," she whispered sharply. The group stopped and watched her expectantly. With Raven here, they had to be triply cautious. She turned to face the group, a red glow around her right hand. Gently, she touched each of their foreheads, marking them with a scarlet pentagram. The pentagram flashed once, and then faded away. "There. Now I'll know who's real and who's Mystique."

"Great. Her," Peter lamented.

"Hold up a minute," a gruff, garble voice sounded from around the same corner. She heard a sniffing notice, then a deep growl. "I smell a witch."

Wanda rolled her eyes and turned to Danny. "Well, might as well let them know we're here."

He grinned and drew his fist back. In one splendidly fluid motion, he flipped head over heels, then slammed his fist into the floor. Like a tidal wave, the floor surged forward, upending the incoming Mystique and Sabertooth.

The latter was on his feet first and bared his fangs with a vicious snarl. "Well, well. If it ain't the Avengers and their pet mutant."

"What, no hello, Creed?" she said with faux sadness.

Mystique, dressed in a long sleeveless white dress with white boots and white opera gloves, rose to her feet. She sneered at the Avengers, then whipped out a pair of sub-automatic machine guns from out of nowhere. She eyed Wanda carefully for what seemed to be an eternity.

Wanda eyed her guns cautiously.

"You're here for your brother, aren't you?" she asked after a tense pause.

Her… brother? Pietro was there? In that camp?

She didn't answer. Her face went blank as her brain struggled to sifted through the torrential storm of emotions raging inside her.

"Thought so," Raven said with a smirk.

She knew what Raven was trying to do, but she couldn't help herself. Wanda swallowed heavily and took a tentative a stepped forward. "Where is he?"

Sabertooth growled and moved to intercept her, but Raven waved him off. She smiled mysteriously and tilted her head. "We're looking for him right now."

He was here, being held captive. And she was here, tasked with freeing the captives. If there was any such thing as fate or destiny, this was it. Staring her right in the face the one chance she had been hoping for.

But, to take it was to trust a snake like Raven Darkholme. She had been burned by this woman before, and she didn't think that she was going to keep it together long enough to walk away if it happened again. "Take me to him," she ventured.

"If that's what you want." She tapped her ear, and waited for a moment before continuing. "You're in luck. We found him, alive and well."

A flash of elation jolted through her. She tempered it and took another stepped forward. "I-if you're lying, Mystique…"

"Come on. See for yourself." She and Creed turned on their heels and began to walk down the hall. She slowed slightly to turned and cock her head for her to follow.

Wanda started after them without any hesitation.

"Hey, wait a minute," Bucky called after her. "What if it's a trap? That lady doesn't look real trustworthy."

"Yeah, one of us should go with you," Janet said with a knowing inflection in her voice.

Wanda shook her head. "No. You'll need as many as you can to fight off the rest of the Brotherhood. I'll be fine." With a wave of her hand, her spell ball moved to hover around Bobbi. "Find the prisoners and let them out. Don't let anyone stop you."

They nodded reluctantly and followed the ball down the hall and around the corner. Wanda herself followed after Mystique and Sabertooth.

The three mutants weren't close by any stretch of the word, so they walked in silence. If anything, the relationship they shared while she was with the Brotherhood could only be described as antagonistic. Raven wasn't trustworthy by any stretch, flipping loyalties like she flipped a coin. Victor – she didn't think he really liked anyone. Well, except Blink.

_If Pietro is being held captive, then that can only mean that the universe wants us to be reunited, no matter what I want to feel. _

"Ah, there," Mystique said after a few minutes of walking through dead bodies. There, at the end of the hall littered with MRD soldiers and machinery that looked like it was once nullification equipment, was a single door that had been ripped off the hinges. "He's in here. But –"

"Mystique? Sabertooth?" he said.

Wanda felt her blood run cold. "Y-you."

Magneto, the Master of Magnetism, leader of the Brotherhood, and her father, turned around out of surprise. She could immediately see traces of Pietro in him, from their cold blue eyes and snow white hair. It sickened her that someone she loved so dearly was forced to share traits with this monster. "Wanda."

Just hearing her name pass through his lips sent her into a near uncontrollable rage. She roared and sent him flying into the back wall with a sick thud. She then turned her fury onto Mystique. "You liar!" A hex developed in her hand and washed over Mystique, sending her crumpling to the floor. Another bolt sent Sabertooth crashing through several walls and into the floor in a burning heap.

The hex sent her shape-shifting ability in an out-of-control frenzy. She was shifting between past forms multiple times a second. She screamed out and grasped her head. "I-I led you right to where your brother was! Like you wanted!"

Magneto was on his feet quickly. "Wanda, enough."

She turned to him, eyes scarlet red and wide with rage. "You do _**not**_ give me orders anymore!" Another hex was fired at him, one that turned his own powers against him.

"What?!" Against his wishes, magnetic objects flew toward and attached themselves to him. He tried to repel them, but that only made them further contract on him. "Wanda, please! Just calm down and –"

"And what?! Quiver in fear? No more!" She roared again and thrust her arm outward. A wave of magical energy exploded outward and obliterated everything in a one hundred foot radius.

She walked forward, after glancing at the unconscious mutants, into what was left of the room. She watched with a scornful fleer as Magneto rose to his feet.

"I had hoped that our eventual reunion would have been more civil," he stated. Despite her power outburst, he seemed no worse for wear.

She narrowed her eyes, and allowed her energy to bleed from her hands like a solar flare.

"My intention was to convince Pietro to rejoin the Brotherhood, and thus you, as well." His own power filled his eyes, giving them an ominous blue glow from within his helmet. "I won't allow you to interfere with my plan." With that, he gestured casually, and sent Wanda flying a hundred of feet.

She slid against the floor and crashed suddenly into the wall.

"It is my deepest regret that it has come to this, my dear," he said, voice thick with said regret.

"I won't let you take him," she snarled. "He belongs to _me_!" Her hands thrust forward, sending a wave of magical energy barreling toward him.

Magneto rose above it, allowing it to pass harmlessly below him. He retaliated by firing an electromagnetic pulse at her

She managed to dive out of the way before it obliterated the wall behind her.

"Do you not understand?" he asked, sounding genuinely curious. "You two have been associating with these homo sapiens, and look at where it got you." He shielded himself from her hex bolt, sending it hurtling awry somewhere in the distance. "If you had have stayed with the Brotherhood, your family, _none_ of this would be happening."

She gritted her teeth. "You're wrong. I have a real family now. The Avengers care about me, unlike the Brotherhood!"

"Care about you? Perhaps so. But for how long? How long until they tire of having a mutant in their midst? How long before they attempt to put a leash on you and try to control you?"

Magical missiles burst from her fingers and impacted his shield with thunderous resonance. _As long as his damned shield is up, I can't hit him! _

"If you won't listen," he said as he lowered himself down until he was six inches above the floor, "then there is no more I can do." He reached his hand forward, clenching it into a fist.

Suddenly, she felt the right side of her body go numb. She opened her mouth, but nothing but gibberish fell out. She stumbled forward and fell to the floor.

"I'm sorry, Wanda, but if you are not with me, you are against me. I will not allow you or the other Avengers to hinder our ascension to our rightful place as rulers over the human race." His fist clenched tighter, further restricting the flow of oxygen to her brain by blocking all paths with iron. "Forgive me."

Her vision became blurred and darkened at the edges. _Brother, please, help me._

Just as sudden as her stroke, something began to bang on Magneto's shield, more rapidly than the fastest night powered assault rifle. Seemingly thousands of blows every second, so rapid that it sounded like one sustained tunneling noise. He screamed out and fell to the floor as the shield burst in an explosion of magnetic energy.

Before he could demand what happened, Mystique's knife was stabbed into his shoulder, then his back.

"And here I was about to give you this 'World's Best Dad' mug," Pietro said, irritation and blatant anger lacing his words. "You claim to want to 'convince' me to rejoin your band of thieves and liars, and your first act was to try and kill my sister. I see nothing wrong with your plan."

"Pietro… son, I –" A thunderous kick folded him over like a cheap tent.

"Allow me to make one thing perfectly clear to you, Magneto. You are _not_ my father. You _never_ have been, and you _never_ will be. No amount of shameless, pathetic groveling from an old man clinging to the last vestiges of his relevance will change that."

He quickly removed Magneto's helmet and tucked it under his arm. "Even think of trying to harm my sister again, and I will not hesitate to kill you." The next instant, he was kneeling by Wanda.

The numbness subsided and Wanda was able to roll over on her back. Her eyes flickered open, and beheld a familiar face. "Pietro?"

A fond smile flicked across his lips. "I'm here, my sister."

She shot up and wrapped her arms around his neck. "Oh, Pietro!" He lifted her up, supporting her wobbly body, and held her close. His hand carded through her long brown hair. "I've missed you so."

"And I you," he said quickly, likely to mask the quiver in his voice. "I'm so sorry. For everything."

Tears fell down her face as she buried it in his chest. "It's alright. Don't ever leave me again."

He chuckled softly. "Never."

_But, you and I, us Maximoffs, we have each other. That's all we'll ever need._

Together once again, as they were always meant to be.


	17. Time is Fluid

_**Time is Fluid**_

Steve zipped down an icy road on his motorcycle. The team had to scatter when a fleet of advanced Sentinels, the ones that were capable of mimicking Gifted abilities, arrived shortly after they did. Hulk and Spectrum were doing the best they could with them, but with his copied strength combined with her speed - even to lesser degree - the fleet was giving them more than a handful.

Not only that, but the Brotherhood was in the area, which meant nothing but trouble, like it always did. Avalanche, Blob, Silver Samurai, Arclight and Destiny. From what he could tell from bits of discussion between them, Havok, Mystique, Sabertooth and Magneto had broken into the concentration camp. Whether they were there to just free the prisoners, or if they had some ulterior motive behind this attack, he didn't know.

He was tempted to call his team back and leave it to them. The MRD were nothing but gutless, bigoted bastards who deserved whatever they had coming to them. It gave Steve no delight to fight the Brotherhood this time, as that meant that the MRD weren't getting their full just desserts.

It also meant that the Avengers were going to be lumped in together with them, which gave Steve an even worse taste in his mouth.

He had lost contact with Wanda a few minutes ago. He only hoped that she hadn't run into any of her old running mates. They didn't seem to be the type to take to defectors very well. Especially those that defected to a human group.

He could hear Tony's thrusters rocketing overhead. Ahead of him, there was a truck full of MRD operatives heading right for him. His jaw set and he hit the throttle. When he was close enough, he flipped over the handle bars and hurled the bike into the oncoming truck.

The operatives that were on top flew out of the bed and landed in a heap in the snow. He mopped them up quickly with keen shield work.

_=Dammit, Cap! Do you realize how much work I put into that bike?!=_ Tony demanded.

Steve could only shrug and smile sheepishly. "It just slipped."

_=Yeah, I bet.=_

He ran over to the wreckage and yanked his bike free. The front wheel was bent outward and the tailpipe was twisted. Had Tony not had it custom made with a titanium chassis, it would have been a lot worse.

He carefully bent the front wheel back in place as best he could, then hopped on and started it up. "Still works, Dad."

_=Yeah, it had better.=_

He chuckled and continued down the road he had been driving down. It was his intention to ride down to the concentration camp and see how everything was going. There weren't many MRDs left, and he wasn't going to last a minute against some of the more powerful mutants lurking around.

_=Cap, watch your three!=_

Tony's warning came a second too late, as a blue shockwave ripped through the air and knocked Steve off his bike. He landed thirty feet away with a hard thud.

Steve groaned and rose to his feet, shield at the ready. Havok stepped forward, hands glowing with power.

"Havok. I thought you were an X-Man," he said to him.

"I _was_, Captain. Scott and I didn't see eye to eye."

"So, you join a terrorist organization. What makes you think that killing people will make your situation any better, Alex?"

Alex scowled and fired a plasma beam at Steve.

It was dodged and Steve countered with a shield toss that ricocheted off a few trees behind Alex and took his legs out on the rebound.

"I-I don't kill anyone. I'm trying to help mutantkind! Unlike you." Alex stood and carefully made his way toward Steve.

"Help? Terrorism doesn't help anyone, son." Steve kicked his shield up to his hand and edged toward him. "And why do you think we're here now? There are people in there who need our help, all of us, and you're only hindering us."

"We do what we have to." He sprinted forward, fist drawn back to punch Steve in the face.

"So do we." Steve parried the punch and swung his shield at his head.

Alex ducked under it and buried his fist in his side.

Steve grunted, and grabbed his wrist to toss him to the ground.

Alex rolled to his feet and fired another plasma beam.

It was deflected and streaked into a clump of trees, reducing them to a pile of splinters.

Steve charged forward, shield in front of him, and slammed into Alex like a battering ram. He kept charging forward until he drove Alex into an brick structure.

Havok slumped to the ground, unconscious.

Steve sighed and unclipped a pair of power dampening handcuffs from his belt and attached them to Alex's hands. "Got Havok incapacitated," he announced over the comm.

_=If you're done, then give me a hand with fatso over here,=_ Clint replied.

Steve hurried over to his bike, only to find that it was even more mangled than before. He sighed and looked around. "Where are you?"

_=200 yards to your five,=_ Tony answered breathily.

Steve started running in that direction. With his enhanced speed, he was halfway there in only a few seconds. "Clint!"

He was answered by Clint flying in his direction. He managed to catch him before he collided with him. "Oof! You alright, Clint?"

"I've had worse." He winced and touched his chest. "Lardo packs a punch, though."

He set him down and got into a defensive position in front of him. "Any ideas?"

"His skin almost impossible to pierce," he said. "But, I noticed his eyes and ears should be vulnerable. And I have just the thing." He clicked the handle on his bow and drew a special arrow. "Acid tip arrow to the eye. If this doesn't put him down, nothing will."

"Isn't that a bit much?"

"Hey, do _you_ have any better ideas?" Steve was silent. "Didn't think so. Give me a minute."

Steve nodded and turned his attention to the rotund man in a black leotard waddling his way toward them. There was an older woman, gray haired and dressed in a red dress, standing close behind him. "Hm. Who's that behind him?"

"Destiny, I think. Which is why I need that distraction." With that, he ran for cover and a place to shoot.

Steve nodded again and charged forward. When he was close enough, he leaped up and slammed his shield into Blob's face.

He didn't budge an inch. "Hehehe. Nice try, tiny." He tried to grab him, but Steve dodged out of the way in plenty of time.

"There is someone nearby targeting you, Frederick," Destiny said.

"Huh?"

The momentary distraction allow Steve to ram his shield into both knees. Not even a buckle. "Dammit."

"The archer will loose an arrow for your right eye soon," she continued.

Steve dipped around Blob and tried to grab onto her. "That's enough outta you, lady."

In a fit of speed, Blob shoved him away and lifted Destiny up on his shoulders. "Thanks for the warning, Destiny." With that, he turned his back onto where Clint was hiding and advanced toward Steve.

Steve cursed. _That Destiny lady has precognition. Which would explain the name. _Steve only had his gun with a few bullets left and his shield. Neither of which was going to do anything to Blob, and he didn't want to hurt the woman on his shoulder.

The only way to stop him was to turn him around so Clint could shoot him. But she was going to warn him well before Clint ever got a shot lined up. Knowing that, it was imperative to take out the woman before they could deal with Blob. "Clint, you gotta shoot her."

_=Come on, Cap. She's an old lady,=_ he groaned.

Before Steve could respond, the ground began to shake violently, knocking both Avengers off their feet. Avalanche, dressed in a silver armor over a black body suit, came sprinting in from a clearing behind Clint. "We have to go. Magneto said that the Avengers have already freed Quicksilver."

Steve groaned silently and slowly rose to a knee. Not out of pain, but so as to not draw attention to himself. _Pietro was here?_

"Good. Didn't want that euro trash on the team anyway," Blob stated. He started to down the road that Steve had been driving down.

Suddenly, a barely visible blue blur slammed into Avalanche from behind, sending him flying into a tree. He was struck a dozen more times in the blink of an eye as he fell to the ground.

"Wha–" The same something knocked Destiny off of her perch on Blob's shoulder and to the ground. She grunted and tried to stand, only to be sent careening onto the icy pavement.

Pietro appeared, glancing down at her unmoving form as he walked past her. "You didn't see that coming?" he asked smugly.

She groaned softly before losing consciousness.

"Maximoff, you little punk!" Blob roared and charged him.

Pietro chuckled to himself and casually moved behind him, causing Blob to swing at nothing but air.

He tried again three more times, and had the same result each time. "Hold still, damn it!"

"No. I actually can't stand being near you during your lifelong boycott of any kind of personal hygiene."

A red bolt struck the ground beneath Blob, reducing it to a gooey mess of water and asphalt. He sunk down to his chest, and another bolt struck to solidify it, trapping him inside. "Hey, I can't move! Lemme outta here!"

"I fear that I can't do that," Wanda said just as smugly as she walked up to him. "I am just euro trash, after all." She smiled sweetly and approached him, a red glow flitting around her fingers. Her hand hovered inches from his head and released a hex mist. The mist seeped into his temple, placing him in some kind of trance. "Now, be still."

Steve helped Clint to his feet and turned to look at the twins. "Pietro, good to see you again."

"I suppose I'll say the same, Rogers. Barton, I would say the same to you, but I was raised to be an honest man" Pietro replied smarmily.

"Love you too, buddy."

Steve tapped his comm. "Team, regroup at my location."

"Everything go alright in there, Wanda?" Clint asked.

Before she could answer, her eyes darted skyward. Her lips twisted into a scowl.

Magneto lowered quickly until he was hovering inches above the ground. "Captain."

Steve tightened his grip on the straps of his shield. It couldn't have ended on a high note, could it? "Max."

He drew his helmet from Pietro's grip and placed it on his head. "I would ask that you not refer to me by my slave name." Steve resisted the urge to roll his eyes. "I noticed your team freeing the prisoners. The gesture was appreciated, but unnecessary."

"Is 'thank you' not in your vocabulary, bucket head?" Clint said snappishly.

He scoffed softly, then glanced at his two children briefly. "If it's all the same to you, Captain, I'll be leaving with the mutants. _All_ of them."

Steve chuckled softly. "So, that's what your play was. I figured you weren't here out of the goodness of your heart. Not completely."

"Do not confuse my preparedness with disingenuity. There is nothing more in the world that I want than for mutants to have their rightful place atop the world order. And for my children to be ruling by my side."

"You're delusional," Pietro spat, "if you think I would be doing anything by your side besides stabbing you in it."

"And you're just as delusional if you think these humans will tolerate you two for much longer," he countered smoothly. "The war is coming, and each of us will have to choose which side we are on."

"Is that so? The fabled war you've been preaching about for years is finally coming?" Steve fought against men like Magneto. They were charismatic, and used that charisma to fool gullible people into following them. Men like him were the most dangerous kind, because he genuinely felt that what he was doing was right. "Tell you what – those mutants in there, they're up for grabs. Whichever ones that hadn't been taken by the X-Men already, take them if you want."

He knew that Magneto cared greatly about mutants. Steve's chief concern was their safety, and he knew that they would be safe on Genosha. "But these mutants right here," he cocked his head toward Wanda and Pietro, "they're with me. Whether you like it or not, they _chose_ to join my team. If you want to take them, you're going through me. You're going to have to fight me for them." He moved in front of them, shield ready. "And believe you me, I'm going to make you work for it."

"Can't let you fight alone, Cap," Clint said. He drew an arrow and nocked it.

Magneto chuckled, then outright laughed. "Do you really believe that I have anything at all to fear from you two?" Suddenly, their weapons were snatched from their hands and turned on them.

"You have plenty to fear from me, though." Monica landed beside Steve, with Jessica, Rhodey and Tony soon beside her. Moments later, Hulk and She-Hulk slammed into the ground nearby.

"Hulk smash Bucket Head," he rumbled menacingly.

Finally, the group that had accompanied Wanda inside the camp, along with Natasha, came running up to stand beside Steve.

Steve wanted to grin, but he remained stony faced as he glanced to his right and left to find Avengers standing shoulder to shoulder, ready to fight for their teammates. "I don't know. I kind of like my odds right now." He settled his hard gaze on Magneto, steely blue eyes glaring into his. "You can leave with the mutants in the camp. If you recruit them into the Brotherhood or just give them a safe haven, I can't stop you either way. But, you have two options regardless, and only two. You can either return to Genosha or return to prison. It's your decision."

They held each other's gaze for what seemed like an eternity. Two men, two leaders, in a battle of wills to see who would blink first. To see who would call the other's bluff and if a battle was going to take place.

In the end, it was Magneto who flinched. Clint's bow and Steve's shield fell to the ground. "Very well," he said gruffly. "If you wish to stand by these humans, so be it," he said to Wanda and Pietro. "But, when the end comes, you won't receive my mercy." With that, Blob was lifted out of the ground - along with a ten by ten slab of pavement - as were Destiny, Avalanche and Havok. Magneto floated into the air and flew away, his team floating behind him.

Steve let out the breath he didn't realize he was holding in. He was really glad the others showed up before Magneto decided to call his bluff.

"I am so hot for you right now," Janet whispered in his ear.

Surprisingly, he smirked and kicked his shield up onto his arm. "Let's go home, team."

"This is why you're the boss, punk," Bucky said with a laugh and a clap to the shoulder.

The team walked together in the cold and the snow. Steve didn't seem to mind. His mind was too preoccupied with what Magneto unintentionally revealed to him.

Pietro and Wanda – they weren't just his minions once upon a time, they were his children. And it appeared that they knew that. He could only assume that shame was the reason they hadn't told anyone yet. And shame was the reason they were so vitriolic toward him. "You two should have told me."

For once, Pietro didn't reply with something either scathingly sarcastic or bitter. "You're right."

_Wait. Did he just agree with me, under no compulsion from his sister? _It had been some time since he had seen any of them, so maybe he grew up some.

"It was just –" he continued before cutting himself off. "Rogers, have you ever been so ashamed of something that you were too afraid to tell anyone? Out of fear of what they would say or do."

He had always been an open and honest man, but the situation had come up from time to time. "Sure."

"This is one of those times for us." As he walked, he looked up at the cloudy gray sky. "To know that you were sired by a monster hellbent on genocide and enslavement of an entire race." He voice was quiet and uncharacteristically unsure. There was a hint of sadness to his words. "To be judged on _his_ actions and not my own. To realize that no matter what I and my sister do, the good we bring to this world, that connection, that link, will always be there."

Pietro cut his gaze to Steve. His sharp blue eyes were every bit as cold as the biting winter air around them. "Perhaps it was a fool's dream that by hiding it from you, we could hide it from ourselves. That perhaps it would just go away if we ignored it. Sad to say, I was wrong."

"We were wrong," Wanda said. Her hand touched his gently.

"You can't choose your family," Jessica said thoughtfully, "but you can choose to either follow in their footsteps, or to forge your own path."

"That's what you did," Steve said to her. She glanced at him, shock evident, but said nothing in reply.

"So, then it's true," Wanda stated. Jessica hesitated for a moment, then nodded.

"Am I missing something?" Tony asked, glancing from person to person before settling his gaze on Jessica.

"No. You're not," Steve answered. It was the risk he took with bringing in people with sketchy pasts. These kind of connections, one of the most intimate kind a person could have, opened the door for compromise. Wanda and Pietro, that didn't seem to be an issue; Jessica, he was going to need to keep an eye on.

* * *

"Everyone who can fly should do so," Steve said once the team reached the place where Carol landed the jet. "It's a little cramped in here."

Tony, Rhodey, Pietro and Monica all nodded and took off for New York. Everyone else piled into the quinjet and prepared for takeoff. Janet shrunk down, and Peter and Jessica took a seat on the ceiling to make room.

"So… what's it like not being dead, he said awkwardly," Peter said once they were in the air.

Steve snickered to himself. "It's better than not being alive, that's for sure." He noticed that Peter still had his mask on. In fact, he recalled that for every one of their interactions, he kept his mask on. Even in private. He knew that he still had a secret identity, so those old habits of being on guard remained even when among friends. "I just wanted to commend you and your team for the job well done protecting the world in our absence."

"_My_ team?"

"Well, relatively speaking."

Peter rubbed the back of his neck shyly. "Well, gee. Thanks, Cap. That means a lot. I mean, we just did the best we could."

Steve laughed. "Hill told me how you guys managed to hijack an Insight carrier twice. Impressive stuff, from all of you."

"Thank you, Captain" Danny said graciously. "Coming from you, that means a lot."

Hearing that meant a lot. It always surprised him to hear that heroes looked up to him. He was just a man who wanted to do the right thing, like anyone else.

"So, tell me," Jen said, "where you were guys all this time? Were you really dead?"

He glanced at her. She was near the back, with Bruce's tired head resting in her lap. He allowed a small smile to touch his lips. "Truthfully, I don't know. I don't remember anything from between then and now."

"Really? You don't remember anything?"

He shrugged meekly. "That's right. Honestly, I don't know what happened."

"Then, perhaps it's time I filled you in." Everyone turned in shock toward the source of the voice to find Dr. Strange floating in the middle of the jet. "I apologize for the intrusion, but I am needed elsewhere and am short on time."

Steve nodded. "Doctor."

"'Bout time you showed up, doc," Clint remarked from the cockpit.

Steve agreed. While he was sure the man was busy doing whatever it was he did, an explanation a little earlier would have been nice.

"My apologies, Mr. Barton. I think the best place to start would be how I saved you, then why. Shortly after your defeat in Munich, I was meditating on the best course of action for to take. It was then that I received a glimpse of our future. I saw the world in flames, humanity on the brink of extinction, and the world's population of superheroes all dead. At the fore of the destruction were Hydra, Ultron, and one other person."

With a wave of his hand, an image of the world he spoke of materialized within the quinjet. It was exactly how he described it. People were running in fear, screaming for their lives. There were mountains of dead bodies, heroes and civilians, piled in the streets. Destruction and desolation as far as the eye could see.

Leading the charge was Madame Hydra, a sadistically gleeful grin on her face. Beside her was Ultron. Beside him was a purple man in golden armor. On his left hand was a gold gauntlet with six gleaming gems embedded in it.

"This is a future that would have come about had the Avengers died that day."

"It kind of has," Janet commented. "Hydra and Ultron led a wave of destruction and the superheroes in the US are all dead pretty much."

Strange nodded. "Many things are set in stone. They must happen. That was one of them. The Avengers dying was, as well. Once I saw that it was to come to pass in Times Square, I acted. Using a multifaceted illusionary spell, I swapped out the Avengers for Hydra agents. I then altered everything about the agents, so that they were exact replicas of the Avengers, down to their personalities and memories. As for you all, you were hidden away within my Sanctum Sanctorum until a time I deemed to be safe arrived. It did, during the New Avengers' battle with Ultron. I saw that they survived that battle, so I brought the Avengers back right then to ensure it."

That was… extremely convoluted and confusing. Seeing in the future, magic and all that nonsense just went straight over his head.

"Okay. Okay, so you cast a spell to make some Hydra mooks into us," Clint said in an attempt to wrap his head around this. "Why not just save us outright?"

Strange smiled softly. "There are theories, both real and fictional, that say that time is static. That, if one were to go back and change one event, the entire future from that moment forward is altered, as well. And that is true, to an extent. But, in reality, time is fluid, always shifting and changing. If a certain event is important enough, the time stream will shift to ensure that it happens.

"The Avengers needed to die, and the time stream was going to make sure they did. For example, SHIELD's Hammer protocol was originally a plan to kill the Avengers. You were going to be killed, one way or another. So, by changing those agents into perfect replicas of the Avengers, I managed to fool the time stream into believing the Avengers had been killed. That's why the spell I used was so convoluted."

Steve ran his tongue across his teeth. Again, this time stuff just went straight over his head. And looking at the others, they felt the same way. Still, it was good to finally have an explanation as to how and why they were brought back. "This third threat you mentioned," he said, gesturing to the purple man, "who is he?"

Strange grew tense, his expression grim. "That is Thanos, the Mad Titan. He is a being of incredible power who seeks six even more powerful artifacts known as the Infinity Gems. With just one, he can overthrow an empire in moments. With two, entire planets fall to his whim. Three, entire galaxies can be wiped out. All of them, he becomes God."

Steve bristled. "You mean _a_ god."

"No. God. Any who wields all six Infinity Gems can do whatever they want. There is nothing that can hold them back besides their imagination. They become truly omnipotent, omnipresent and omniscient."

"Is there any way we can stop something like that?" Danny asked after a long silence overtook the cabin.

Strange's smile returned. "Prevent it from happening in the first place. I am in the middle of finding the remaining five gems. After I find them, I will either destroy them or hide them from Thanos. Without them, Odin is all that will be needed to defeat the titan."

"Five gems? What happened to the sixth one?"

"The mind gem was attached to Loki's scepter, which is now in Asgard."

Steve cut a glance toward Clint. He looked tense and drawn within himself. "Good," he said as he returned his attention to Strange. "Thank you. For everything."

Strange nodded. "I can only hope that the future I have seen does not come to pass. If it does, it will mean the end of everything. Let us hope that doesn't happen." With that, his form began to fade away. "I must continue my quest for the remaining gems. Until again, my friends." His form faded away completely like the stars after the sunrise.

"Well," Bucky uttered quietly. "That explains a lot."

He was likely referring to Hydra turning them into cyborgs, and why none of them actually remembered that happening. "Yeah, it does." He didn't know if what Strange said was true. He had no reason to distrust the man; quite the opposite, actually. It was just that with his limited world view, all of that Dr. Who Quantum Leap mumbo jumbo went right over his head.

"From what I can remember hearing Reed talk about," Bruce said sluggishly from the back of the jet, "what he says sounds factual." He sat up and adjusted the oversized sweater his cousin had slipped over him while he was out. "If he had to, well, fool the universe into thinking you all were dead, then this was the only recourse. I'm just amazed that it managed to work."

Clint chuckled. "Yeah. I guess if he's the guardian of the universe or whatever, then he'd have to be powerful."

_Yeah, I guess he would be._ Steve sat back in his in seat and sunk into a contemplative silence.

Time was almost like a sapient being, able to actively adjust itself to make sure that certain things came to pass. He and the others managed to slip through the cracks with a powerful life hack. It was amazingly confusing, and only became more the more he thought about. He decided that he should just stop thinking about it, stop trying to wrap his head around it and just be thankful that he was here to think about it in the first place.

That was what matter – that they were still here, hadn't died and had a chance chance to save their future.

At the end of the day, the was the most important thing.

* * *

_**A/N: **__I think that ties up things nicely. If something doesn't make sense, just let me know and I'll do my best to explain it._


	18. Saving an Opportunity

_**A/N: **To answer the guest reviewer, I didn't use the space gem because I forgot that it was the tesseract. _

_**Saving an Opportunity**_

**2:35 AM**

Thor could only assume that Dr. Strange had told the others what Odin had just told him. He should have known that his father already knew what had happened, and decided to let it transpire as it may. It was the only reason Midgard was still in existence.

Though, truthfully, while learning the truth behind his resurrection finally put his mind at ease in that regard, it was learning what the future held that kept him up that night.

He had never heard of this Thanos before, but Odin spoke of him cautiously. And knowing of the amount of power Thanos stood to gain only made Thor more nervous. These Infinity Gems held uncanny power on their own. Together, it was unimaginable.

Before he returned to Midgard, he needed to bring himself as abreast of Thanos as possible. And there was one person who could tell him.

"I wish to speak with Loki," he said to Skurge once he entered his prison wing. Skurge nodded and allowed him entrance.

Immediately, Thor made his way to Loki's cell. "Loki, I must have words with you."

Loki, who had been lying in his bed, seemingly asleep or close to it, sighed wearily and rolled over to sit on the edge of his modest mattress. "What is the matter this time?" He was wearing a smug grin as he spoke. Upon seeing Thor's grim expression, however, it faded quickly.

"I want you to tell me everything you know about Thanos." Immediately, Loki tensed up. Thor inclined his head back and watched him struggle for what was undoubtedly a witty reply.

He failed, and instead just shrugged. "I know nary a thing."

"You are lying," he said bluntly. Loki shrunk away from his harsh gaze. "I have no time for this, Loki. Tell me what you know so I can prepare to stop it."

"What makes you think that I know anything at all of this Thanos?" Loki asked brusquely, becoming defensive.

"Because the stone on your scepter was an infinity gem. The mind gem, precisely." Loki tilted his head curiously, prompting Thor to sigh and elaborate. "Dr. Strange - I trust you have at least heard of him - informed our father that Thanos, a being of immense power, intends on finding six artifacts to either take over or destroy the universe. Your scepter housed one of those gems. This, I believe, is not a coincidence. It is your duty to Asgard to tell me –"

"Your speak of duty proves you know as little as I believe you do," he hissed.

Thor knew that if he continued this line of questioning, he had no hope of getting a single answer out of him. As frustrating as that was, he didn't let it deter him.

He growled, lowly and angrily, and banged his fist against the cell barrier. "Thanos is coming for that gem, Loki. You and I both know that, just as I know that you have some connection with him. You know something, you have to. What does he want with it? Tell me!"

Loki swallowed, and shrunk back even more. "It matters little what I tell you," he said softly.

Thor straightened and stepped closer. "Why?"

"Even if I tell you all I know, which is little, Thanos is too powerful for you or anyone else other than Odin to defeat. And he is intelligent. He will not fight Odin unarmed. Even with one gem, I do not believe even the Allfather could defeat him."

It was unfathomable to think. "I see. The safest place to keep the gem, then, is here."

"Nay. If Thanos –" Loki looked down at the floor. Thor narrowed his eyes and swore that he caught a glimpse of fear within the Liesmith. "Thanos _will_ find me here, which is why Odin is keeping me _here_, under the palace, as opposed to somewhere else. When Thanos learns that both I and the gem are in the same place, he might, nay, he _will_ use me as a bargaining chip against Odin." He straightened and composed himself. "If your father is half the man you believe he is, he will not allow his adopted child to perish. Which is why you need to take it away from this place."

Thor knew this to be true. Odin still cared deeply for Loki, which was why he was still alive and hadn't been executed for attempting to enslave Midgard. "Then that is what I shall do," he stated. "Before I leave, I shall retrieve the gem and give it to Dr. Strange." That was the best place, other than the Collector, to keep it.

"Very well."

Thor nodded once and took his leave, sparing a glance at Amora before he vanished behind the steel door. Her features were weary and ragged, yet, she was still beautiful. She was also concerned. For him and for Loki.

To know the future was to know unspeakable anxiety. Unless the future held untold blessings and unbridled joy, it was a curse.

* * *

**Meanwhile, Avengers Tower**

Tony closed the document he had been reading the last hour, _A Lesson In Time Travel - _by Dr. Reed Richards. It all checked out, as far as he could tell. Had Strange not interfered when he did, how he did, for as long as he did, they would have been killed eventually. Guaranteed.

It disturbed him just how thorough an abstract concept could be, but it didn't surprise him. The universe was both extremely efficient and balanced. Introducing something foreign like time travel into the equation forced it to compensate.

He didn't know if this was a new phenomenon or not, but it wouldn't surprise him if it was. He had so many questions. How did the universe determine if an event was major enough to make these kind of arrangements to see it through? Just how much of an effort, for lack of a better way of putting it, did it make to make sure it happened? Did it just give up after so many attempts? Was it going to try and kill them again at some point?

It hadn't so far, but who knew when that would change.

Not to say that he wasn't grateful to be back. He was, because Pepper. "Seems legit to me," he announced to the assembled team. Most of them were congregated around the bar. "Really? You guys are drinking at this time of morning?"

"I'm more surprised that you are _not_ drinking at this time of morning," Pietro said dryly.

Tony grinned and clapped the mutant on the shoulder. "Have I mentioned how much I've missed you?"

"Not as much as Wanda has, I assure you," he said. He looked down at the floor, a faraway stare penetrating the black and gold tiles. "This is the first moment I've had to myself all day." He didn't sound particularly happy about that fact.

Wanda _did_ have to sleep, after all.

"Well, there's always tomorrow. Well, later on today, I should say." Tony moved and shooed Jessica away from his liquor cabinets. "But, the bar is closed for the night. I'm sorry, but you bums will have to get drunk elsewhere."

"Since when are _you_ the responsible one?" Natasha inquired with a faint smirk.

"Since Pepper gave me a stern talking to about not letting you dorks drown your misery and angst in alcohol. I won't say any names, but," he looked right at Carol, "one of us nearly drunk themselves into a coma a few days ago. Pepper found out about it and forbade that person from being within ten yards of the liquor area."

Carol cleared her throat and walked out.

"Gee, Bobbi. I wonder who he is talking about," Clint enunciated deliberately between laughs.

"You guys should lay off her," Steve said, coming to her defense. "She wasn't used to what happened and –"

"Shut up, Steve," she snapped from the elevator. "I don't need you defending me. Just because I'm a woman doesn't mean I need some man playing knight in shining armor." The doors closed on her frustrated screech and her scrubbing her hands through her hair.

Bobbi winced. "Damn."

Steve blinked, that infamous kicked puppy look already setting in.

"You're doing great, Rogers," Pietro commended with a thumbs up. "Pissing a woman off is an excellent way to get her to like you."

He just sighed helplessly and hung his head.

"Buck up, Steve," Bucky said while clapping him on the shoulder. "Dame'll come around eventually. If not, then fuck her."

"If she doesn't like him, how will having sex with her help?" Tony wondered with a sly smirk. "He won't do it, anyway. I've been barking up that tree for a while now. No luck."

"It'd help if you were a woman," Steve said wryly.

It was Tony's turned to blink while the others erupted into laughter. An amused smirk touched his lips. "Alright. Well played, Steve." He circled around the bar and sat down on one of the stools. "Can I ask you something? And I mean no offense by this, by the way."

Steve nodded.

"If you like Carol so much, then why'd you ask _Sharon_ to the party?"

Steve hesitated, making Tony fear he had pushed the wrong button. Fortunately, he just shrugged. "I figured she'd say no."

"Wouldn't have hurt to ask, though, right?"

"I'm not asking her now."

"Nor should you. I'm just saying, seems like a missed opportunity to me."

"I agree," Clint chimed in.

"I don't." Everyone turned to see Janet sitting on the back of the sofa, arms folded casually over her chest and an unimpressed look on her face. "I just don't see what's so special about her."

Tony looked at her, amused in the same way as a parent looking a child. "Oh, Janet. Don't tell me you're jealous."

"Me? Jealous? Ha! A woman like that would be blessed to have gained my envy. I just don't see what she has to offer that's any better than what I have."

"I can name a few things off the top of my head," Clint said, earning a curious glance from Bobbi.

"What do you mean by that, Hawkeye?" she inquired of him with raised eyebrows.

"Her military experience and piloting skills," he replied coolly. "Also, Carol has a certain way about her that reminds me of what I've heard of Peggy Carter. What were you thinking off, my dear?" He smiled knowingly at her, to which she rolled her eyes.

"So, that's what it is," Tony said. He regard Steve for a moment. The man couldn't have possibly been more embarrassed. Tony didn't really mind speaking about his sex life and romantic interests in front of people. In a way, he preferred it. Or, at least he used to.

Steve was a completely different wavelength.

"Well, I guess I'm gonna go hit the ol' dusty trail," Tony said, stretching out slightly before walking around the bar toward the elevator. And by that, he meant talk with Carol. "Good night, children. Sleep well."

He walked inside the elevator and went up to her floor in silence. With a purposeful stride up to her door, he knocked twice sharply.

"Christ, Tony. If this is about it your booze," she started as she opened the door.

"Not this time. Just wanted to talk for a second."

"It's late."

He breathed out a chuckle. "You slept for two days straight. I think you can spare me ten minutes."

She narrowed her eyes, but allowed him entrance. "What's this all about?"

"Steve," he answered. He noticed her tense up slightly before relaxing again. "You really hurt him back there."

She hesitated, as if looking for a suitable answer. "I know."

"Do you?"

"Yeah. Look, I shouldn't have been so harsh, but he shouldn't have tried to play the chivalry game. I'm not some damsel in distress that needs saving from big mean bullies like you. I'm not going to be a tool for him to stroke his manly ego."

Tony was taken aback by her response. It was a little blatant that she had more going on than embarrassment by him calling her out in front of everyone. "If that's your answer, then you don't know Steve at all," he replied. He knew what she was trying to make it out to be, but even as exhausted as he was at half past two in the morning, he was still smarter on his dumbest day than she was on her brightest. "You liken yourself a feminist. I get that. Feminism is the support of equal rights between genders. So, what makes you think you're above receiving something that Steve would gladly give anyone?"

She rolled her eyes as her arms crossed her chest. "Jesus, Tony. It's not that serious."

"It is, actually. You just verbally berated my friend, and I want to know why." She was about to answer, so he cut her off. "And before you say it was because you were embarrassed by me calling you out for being a wino, that's bullshit, so try again."

Her lips quirked downward, but she didn't answer.

"I know he likes you, and you like him," he stated. Tony had this kind of sixth sense when it came to attraction. Whenever he teased two people about being an item, it was because he knew that they were. Or, at least that they would be eventually.

It was, coincidentally, why he never teased Clint about that time when both Jessica _and_ Natasha seemed to like him. Okay, he did a little; but it was just too good an opportunity to pass up.

She blushed softly and looked away. "I… is it that obvious?"

"From him, definitely. You, I had to think for a bit." He folded his arms and leaned against the door. "You wouldn't be making a mistake if you went out with him."

"You playing matchmaker or something?"

"Nah. Well, yeah. Steve is so hopeless that I have no choice." He shrugged. "It can start with an apology."

"What?" she asked with a confused frown.

"I mean, I've seen a lot of people throw opportunities away, all because they said the wrong thing at the wrong time. For you, it isn't too late. So, just say that you're sorry in the morning. If you like him as much as I think you do, you don't have a choice."

"You want me to apologize?"

"That is usually what is implied by saying 'I'm sorry,' so yes."

She frowned stubbornly. "Alright, fine." She looked down at him - because she was actually taller than him - eyes narrowed with suspicion. "Did Steve put you up to this?"

He barked out a silent laugh. "No. I just don't want to see my friend miserable because he thinks his one chance at love just spit in his face."

"Oh." She unfolded her arms and carded her fingers through her wavy blonde hair. He could see, in the light emanating from the kitchenette, guilt creeping into her expression. Guilt and what he thought was excitement. Curious girl, this Carol Danvers. "Should I go up to him now?"

"Sure. He's probably still up," he said with a shrug. "You want a condom, just in case?"

She looked one part shock, one part disgust and two parts about to smack him.

He raised his hands in defeat. "What? Better safe now than sorry nine months from now."

"Get out."

"Fine." He smirked and moved toward the door. "By the way, if you tell Steve I consider him a friend, I will literally throw you out of my building. Pepper said I could, so don't test me."

"Just don't tell him that I like him and you got a deal."

He nodded and walked out. "Oh, before I forget – when can I expect those four bottles of highly expensive liquor?" Her answer was the door slamming in his face. "I want my booze!"


	19. Worthy

_**Worthy**_

**9:45 PM**

Contrary to popular belief, Pepper and Tony's get together for the Avengers wasn't just for the team. It was for the city. A city so ravaged and devastated by the loss of their heroes, the civil war and Hydra, it needed something to celebrate. The pieces were still being picked up, so the party was to serve as a distraction.

For almost two hours, a meet and greet was held on the first floor, where civilians could meet and mingle with their favorite Avengers. There were also an assortment of activities and games they could participate in for prizes. Hundreds of people managed to get in, with thousands more congregated in the surrounding blocks around the tower.

After that, important people in the city - business(wo)men, politicians, city officials - along with anyone who was willing to pay $50 for a ticket were allowed up to the dining floor for dinner and entertainment. All proceeds went to the Avengers Children's Fund.

Throughout the entire night, the atmosphere was loose and festive. In total contrast to a week ago, when they were scared for their lives, those who managed to get in were having the most fun they had had in a long time. Those that didn't still managed to have a great time outside, in spite of the cold. Alcohol and good music helped tremendously, as usual.

It was the same for the Avengers. After a long week of cleaning up Hydra's messes, they needed a moment to unwind and relax. What better way than to connect with the people who looked up to them?

Throughout the entire night, music was blasting from speakers placed down the length of the tower to entertain the people braving the cold outside. The windows were converted into one giant video screen to play music videos and allow the Avengers to face chat with the crowd.

"Ms. Potts managed to set all of this up in a week?" Danny asked in amazement.

Tony laughed with mirth and clapped him on the shoulder. "Danny, my friend, if there's one thing you can learn from me, it's don't ever underestimate the capabilities of one Virginia Potts. I made that mistake the first day she worked for me. After that day, never had a single regret." He reached for her and gave her a kiss. "You need something done, she's your woman."

She smiled and snuggled into his arms. "Thanks for the vote of confidence, love."

"Just speaking from experience, babe."

"Hey Tony, get in here," Janet called from the living room, "Thor's about to tell us about the time he fought the Hulk."

"Again?" Tony smiled and led Pepper by the hand to the sofa and sat down. Congregated within the living were the other Avengers and their guests, Sam Wilson, Maria Hill and Dr. Helen Cho, the team's personal medic and personal friend and colleague of Bruce Banner.

"So, there I was within of SHIELD's old helicarrier," Thor began. "It had just been attacked by that dashing rogue Hawkeye and his minions in an attempt to free my evil half-brother, Loki, from custody. I just so happened to be crossing the area near the cell he was in, when I heard a mighty roar thunder from elsewhere. Immediately, I knew that trouble was afoot and set about seeking it out. When I came across the source, I saw him. The Hulk – a being sired from the rage of the gods themselves.

"Twenty, mayhap thirty feet tall he stood, muscles stacked 'pon muscles. Rage itself rose from him like a thick musk. A foul stench permeated the air around him. T'was nauseating, but I persevered. For, under his wrathful girth, I spied the Black Widow, curled in a corner and shivering with fear. The behemoth raised his hand, like so," Thor raised his hand back, as if to backhand someone, "and seemed ready to smash Widow into pieces. I immediately leaped into action and saved our friend. Were it not for my quick thinking and courage, verily she would be dead this day. Naught but a black smear and a memory."

Natasha smiled wryly and patted Thor on the arm. "I thank you again, brave prince, for rescuing me from that foul monster."

He nodded courteously. "T'was nothing, milady. After I drove the Hulk away from Natasha, we engaged each other. I hazarded a chance to reach the doctor within him, calling for him to think seriously about what he was doing. Alas, t'was not to be. The behemoth struck me but once, sending me flying for miles, until I landed in the hangar bay."

"For miles?" Luke asked, nearly choking on his drink.

"Aye."

"Just how long was this thing?"

"T'was very long indeed. I believe Fury was overcompensating for something."

"I can attest. He definitely was," Maria said with a smarmy smirk.

Thor laughed loudly. "I rose to my feet and summoned Mjolnir to my hand. Just as the beast appeared and sought to strike me a second time, I leaped up and smashed him in the jaw. He went flying back and landed on one of SHIELD's winged chariots. We did battle, neither one of us able to gain any advantage over the other. I myself was handicapped, having the safety of those aboard the helicarrier to consider. T'was for this reason, and this reason only, that I was unable to defeat the Hulk as quickly as I am normally capable of."

"Oh really?" Bruce asked with a raised eyebrow

Thor eyed him cautiously, but relaxed when he saw the amused smile on his lips. "Aye, my friend. I know the truth must burn like a thousand suns, but I am the Hulk's better. Mayhap with time, you can come to accept this fact of life." He shrugged lazily.

Bruce just shook his head and joined the laughter rippling through the room. "I think the Other Guy might have something to say about that."

"If he wishes to embarrass himself, then I am always game, my friend." Thor laughed for a lengthy moment, then composed himself long enough to continued with his story. "Knowing that the Hulk cared little about anyone around him whilst he was enraged, I hurled my hammer at him in a bid to distract him long enough to concoct a strategy with which to defeat him for good. He grabbed hold of the handle and was carried back several feet. Even with his impossible strength, he was unable to lift the mighty Mjolnir once it fell beside him."

"Hm? Why's that?" Peter asked shyly. "Doesn't look that heavy, and this guy's pretty strong."

Thor smiled and summoned his hammer to his hand. "He was not worthy of its power." He placed the hammer on the table in front of him.

"Whosoever wields this shall have the power," Clint recited skeptically while twirling a drumstick around his fingers. "Whatever, man. It's a trick."

"I assure you 'tis much more than that, my friend." He grinned brightly and gestured toward the hammer. "But, if you are a still skeptical, please, be my guess."

"Come on," Tony urged.

Clint looked around and stood up. "Really?" He dropped the drumsticks on the table and walked over to it.

"Now, Clint, you've had a tough week; we'll understand if you can't get it up."

"You know I've seen this before, right?" Clint said to Thor as he gripped the handle. He pulled up with every ounce of his strength. It didn't budge even an inch. "I… still don't know how you do it."

"Please note the silent judgment."

"Then you give it a shot, Stark."

Tony thought it over a little, then stood and unbuttoned his jacket. "Alright. I'm never one to shrink away from an honest challenge."

"Get after it, then."

He nudged his way past Clint and slipped his hand through the strap. "When I lift it, do I get to rule Asgard?"

"Aye, of course," Thor answered with unabated amusement.

"Then, I shall be fair but firmly cruel. You and I will have to get together to work out the wench clause." He grunted and lifted upward. "It's all physics, kids." It didn't budge, just like before. "Hm. Be right back." He quickly left for his Hall of Armors, then returned with his suit's gauntlet on his arm.

He tried again, only to somehow receive the same result.

Rhodey's shoulders were shaking as he was laughing himself into a coma.

"While you're over there splitting your sides, you mind giving me a hand here?"

"Aw, what's wrong, Tony? Can't get it up?" Janet taunted from the bar. "I know guys your age have that problem."

"Oh ha haha. You're _so_ funny, Janet."

Rhodey walked over, gauntlet over his arm. "Alright, let's do this, man." Together, they both lifted, even activating the miniature thrusters on their gauntlets for extra power. Still, the hammer didn't move.

"Are you even lifting?" Tony demanded.

"Are you? Then represent and pull." They tried again and failed again.

"I- how?"

"You guys are doing it all wrong." Janet stood up smugly. She shooed Tony out of the way and bent down to look at the underside of the handle. "Clearly, there's some kind of internal locking mechanism, and the button to unlock it is on the underside."

"Jan, I'm positive that that isn't how it works," Tony said with an eye roll.

"You've had your turn, sweetie. Now take a seat and watch a real 'worthy' person." She grunted loudly and pulled up. "When… I become queen… I'll be enacting the royal consort… position… All cute men… meet me in my throneroom tomorrow… morning! What the fuck?!"

"Today, sweetheart."

"Fuck off, Tony. Move, damn it! Why won't it move?!" She put her foot up on the table for leverage.

"Okay, Jan. You gave it the old college try. Thanks for making me feel better about myself, though."

"But… but my royal consorts…" She huffed, defeated, and slumped down next to Jen.

"There are plenty of men down there who would love a night with the Winsome Wasp," Pietro said with an amused smirk.

"Those mouth-breathers? Are you joking?" She looked him up and down for a moment. "You, on the other hand –"

"No." Wanda cracked her knuckles loudly and spared Janet a single dissuading look. "Maybe if I don't touch it." Her hex power wrapped around the hammer's head like a bubble. She raised her hand up.

The entire table shook violently before her hex bubble burst, sending a feedback of red energy surging outward.

"Whoa! Look out!" The original Avengers, minus Jessica and Pietro, all ducked for cover.

Tony slowly peeked his head up over the sofa and then patted himself down. "I'm not an iron again, am I?"

"No, you're good."

Wanda smiled sheepishly and sunk down in her seat. "Um, sorry."

Clint just shook his head. "Definitely not trying to be a hawk again."

"There's a story behind this, isn't there?" Luke asked, a diverted grin playing across his lips.

"Absolutely," Pietro answered happily. "You see, it all started when –"

"Now, now, no need to tell that old story," Tony said nervously. "Nat, you're up."

"Now, wait," Jessica protested. "I've never heard about this before."

"There's a reason for that," Natasha answered before taking a sip of her beer.

"Oh, that." Wanda half-shrugged. "That was an accident."

Clint's head cocked back. "Like hell it was. You did it on purpose."

"Yeah. You even asked for volunteers."

She just smiled and shrugged again.

"I think I'll remember those days fondly," her brother said wistfully.

Bruce rolled his eyes and stood. "Guess I'll give the challenge at hand a shot." He pushed his sleeves up and gripped the handle to give it a pull. He grunted dramatically and roared in defeat, as if seconds away from turning into the Hulk.

Everyone looked at him, both amused and unfazed.

"Nah?"

"Nah," Jen agreed with a smile as she pulled him back to his seat.

After him, one by one, everyone gave lifting Thor's hammer a shot. They all failed, and didn't even come close to budging it.

Bruce gestured for Natasha to take hers. "Oh, no. That's not a question I need answered."

Finally, it was Steve's turn.

He stood and rolled his sleeves up before gripping the handle.

"Come on, Cap!" Bucky cheered.

Thor, who had been in a constant state of mirthful joy since this contest began, watch this last one with interest.

Steve tugged up on the handle with all his might.

To Thor's absolute shock, the hammer budged ever so slightly. His grin evaporated in a scorching wave of disbelief, replaced with a look of complete surprise.

Steve, apparently thinking he had lost his grip, readjusted it and tried again. This time, it didn't budge. "Ah."

Thor laughed mirthlessly. "Aha, nothing."

"Clearly, something is amiss here," Tony said as he stood from his stool at the bar. "There's some kind of biometric locking mechanism within the hammer. 'Whosoever wields Thor's _fingerprint'_ is, I think, the literal translation."

The others nodded in agreement.

"Yes, well, that is a very interesting new theory," Thor admitted, standing himself. "Though, I have an even simpler one." He lifted hammer with ease and flipped it in his hand. "You all are not worthy."

Disappointed groans rippled through the crowd. Before anyone could say anything, the lights suddenly went out. "Whoa. Hey, Pepper, did you remember to pay the light bill this month?"

"The tower still isn't on the grid," she answer, voice a little quiet from apprehension.

"Then, what the –" Just as suddenly as the lights went off, they came back on. "Okay, that was weird."

"Maybe the music and window displays overtaxed the power system thing?" Jen suggested with a shrug.

"Maybe. Jarvis, do an analysis of the power systems to make sure everything is still kosher." There was, strangely, no reply. "Jarvis? Jarvis?!"

_**"You speak of being worthy, yet how can **__**you**__** be worthy?" **_a voice inquired from Jarvis' speakers. _**"You're all puppets. Tangled in strings."**_

The Avengers looked around in surprise. "That voice," Peter choked.

Janet and Tony shared a horrified look. "Ultron!"

_**"In the flesh," **_he answered. _**"I thought you were intelligent, Anthony. Did you really believe an EMP would wipe my external hard drive?"**_

Tony cursed bitterly. "What the hell do you want?"

_**"What I want is to give you my declaration of intent. I see clearly now. You're all killers. You want to protect the world, but you don't it to change. There is only one path to peace.**_

_**"Your extinction."**_

As soon as he finished speaking, dozens of Ultron drones crashed through the windows.

* * *

_**A/N: **__I promise that I'll update What's Wrong With Six by the end of the week. I'm really busy with work and getting my finances in order. I haven't even had a chance to see AOU yet -_-_


	20. Justify

_**Justify**_

Dozens of Ultron drones burst through the windows, repulsors primed and ready to fire. They latched onto the nearest Avengers - Luke, Thor, Clint and Jessica - and tried to accost them while others moved in on the others behind them.

The team flew into action. Hilda grabbed hold of Pepper, Betty, Maria and Dr. Cho and gently pushed them toward the kitchen. "Quickly, get to safety!" she commanded as she drew her sword from somewhere under her navy blue dress.

"There's a storage room with a metal door," Pepper said, remarkably calm despite what was going on. Hilda defended them from any drones that tried to attack them while they escaped to safety. "Protect them with your life, Samuel."

Sam caught the submachine gun that Natasha threw him and nodded. "Got it."

Working together, the team managed to destroy the drones quickly without too much trouble. The next batch to storm inside, however, was much tougher.

"Ultron! Show yourself and face us, coward!" Thor bellowed. Mjolnir spun around his hand, smashing through multiple drones at a time.

_**"In due time, Asgasrdian," **_Ultron replied with a chuckle.

"Hey, there are more on the street!" Jen shouted before leaping off the balcony. She landed hard, causing a shockwave that threw a batch of drones to the side. It also destroyed her heels. "Damn it, I just bought these!"

She growled and grabbed the closest robot, ripped it apart, and hurled the pieces at the other robots.

Pietro zipped out the door and smashed through the robots that Jen missed. "Concentrate on civilians," he voice floated past as his blurred form blitzed from one spot to the next.

Civilians were instantly transported from one location to safer ones blocks away. Aside from a few scratches caused by Ultron's drones, as well as disorientation from being moved a breakneck speeds without warning, they were unharmed.

Danny, Peter - in his superhero suit - and Thor were the next ones to hit the streets. Lightning arced from Mjolnir and struck through any robots that tried to get near them.

"I thought these guys were done for," Peter shouted. His webs wrapped around a robot, letting him use it as a makeshift hammer and knock any others out of the way.

"Maybe he had some extra," Danny suggested. Laser guided kicks and punches tore through metal chassis with impunity. Bit of robots were sent flying in all directions.

"There are more all around," Pietro informed. He stopped briefly to remove his now ruined dress shoes and replace them with his uniform boots.

Civilians were running in all directions, screaming in terror and scared for their lives. Ultron drones fired into crowds, felling some, but not many.

The fastest members of the team managed save the majority, while the stronger members concentrated on destroying the robots.

The streets were becoming littered with scrap metal five minutes into the battle. The majority of the Avengers, all except Tony, Rhodey and Bruce, were outside defending innocent civilians. With that many superheroes working toward a common goal, the battle flowed smoothly in their favor.

The final robot fell. The battle was over, but not without a hefty cost.

Bodies by the dozens, killed during the initial attack, laid motionless on the streets. Blood stained the icy wet asphalt and soiled the snow collected on the sidewalks.

"Unreal," Jen whispered.

Ambulance and police sirens wailed in the distance. It was quiet. After something like this, it always was. The streets were devoid of life, save for the Avengers.

"Cap, police and paramedics will be here soon," Monica said.

Steve's faraway gaze was directed down the street. He could see the flashing lights of rescue vehicles hurrying toward them.

He couldn't understand how this could happen. Ultron had been destroyed earlier that week. He was sure of it. Tony even said so. "Get back inside. We're in the way," he said.

A morose attitude thoroughly replaced the jubilant atmosphere that had settled inside the tower just minutes ago. Pepper and the others were fine, but shaken from the attack. Tony was nowhere to be found.

"Where's Tony?" Steve asked Rhodey.

The colonel was sitting beside Carol on the sofa. His shirt was ripped and his arm was bleeding, but he didn't appear to be inclined to let Dr. Cho have a look at it. "In his workshop."

"Why didn't you two aid us?" Thor asked, voice on edge from frustration.

Rhodey could only shake his head. "I don't know."

Steve frowned. It wasn't like Tony to hide, for lack of a better word, from a fight. Especially when he had ready access to his armors. Whatever his reason for not helping them was, it had better have been good.

Steve led the team to Tony's workshop. The doors were unlocked and the lights were on. Instead of finding Tony hunched over a table with something in his hand, he was instead leaned over a table, seemingly lost in thought. Displayed overhead were a set of holographic images that appeared to be a suit.

"Is that him?" Steve asked.

"Yeah." Tony sighed and straightened out. "I've been trying to figure out where it all went wrong. What I could have done differently for a different result."

"His programming?" Janet asked. "Hank finished it kind of quickly. He probably doesn't know anything about that stuff."

Not like Tony did. "No," he said. "I combed through the programming days ago. It all checks out. Not a single line should have turned Ultron into… this. Besides, he's self-aware."

"What does that mean?" Hilda asked. "Has he transcended his machinery?"

Tony nodded slowly. "Yes. He's gained sapience at an alarming rate. He's only been active for one year, six months, three weeks and one day, yet, he's deciding things for himself at an exceptionally rapid manner. Impossibly so for an AI this young."

"Any idea how that's possible?" Steve inquired.

He nodded. "I was looking into his design, to see if anything could possibly be accelerating his progression. I found a few things." He expanded the holographic image and pulled two objects from Ultron's head. "This," he said while holding up a small cube, "is the Spontaneous Learning Adaptation Matrix. It let's him adapt his behavior to new information."

"So, it's like intuition of sorts."

He nodded. "And this," he continued, holding up a piece that looked alien in nature. It was a false start. He hesitated for a moment before setting it down.

"Tony. What is that?"

Tony hesitated for an even longer second before sighed wearily and picking it back up. "This is a piece of tech I found in Manhattan a few years ago," he responded without looking at anyone.

An apprehensive silence swept through the workshop. "That's… Chitauri tech?"

He nodded.

Everyone who knew what that meant all shared the same look of disbelief. "Damn it, Tony. Do you even know what that thing does?"

He shrugged lazily. "No. I do know what it has done. I think it interfered with the SLAM. Spoiled the adaptation for Ultron and drove him crazy, for lack of a better term."

Steve looked at him in disbelief. He shouldn't have been surprised. This was such a Tony thing to do.

"You use technology that you did not understand or even have clue as to its use and the best you can do is shrug lazily," Hilda remarked edgily.

"What do you want me to say? I had no idea what it was, but it fit at the time."

"Hundreds of thousands have perished at the hands of your automaton. Your admitted irresponsibility is staggering. I expect a better explanation than you didn't know." Her muscular arms folded tightly over her chest.

"I don't owe you anything," he replied snappishly.

"Let's not be that way, Tony," Janet said calmly. "She's right. You owe us a little more than what you're giving us." There was a knowing inflection in her voice that made Steve's eyebrow raise.

"No, I don't."

Accusatory eyes from around the workshop all laid on him. His posture grew rigid, defensive.

Thor, despite the thick tension building in the room, chuckled loudly. "Hundreds of thousands have already been slain. Countless more will meet the exact same fate. This could have been avoided if you had not meddled with something you did not understand."

"No. I'm sorry," Tony said sardonically before he could quite finish. "I'm sorry. It is funny; it's a hoot that you don't get why we needed this," he said as he approached Thor until he was a foot away from him.

"Tony," Bruce said warningly, "maybe this might not be the time."

"Really?" he said incredulously. "That's it? You just expect me to just roll over and show my belly when the first person snarls? Like you do every time?"

"Only when I've created a murder-bot," he jabbed back with the same sardonicism.

Tony cut him a glance. "We didn't. We weren't even close. You were there. Were we close to an interface?"

Bruce shrugged.

"Well, something happened. Robots just don't go crazy," Steve reasoned. "And why were you even making this thing without consulting the rest of us to begin with? The Avengers are supposed to be different than SHIELD."

He turned his back on him before wheeling around to address the room. "Do any of you remember how I flew a missile through a wormhole?"

"No, it's never come up," Rhodey answered.

"Saved New York?"

"Never heard of it."

"Recall that?!" He looked at everyone in the room. Steve noticed him mumbling something to himself under his breath, so low that he couldn't hear what it was. "Hostile aliens poured out of a hole in space, and we're standing three hundred feet below it. By the hundreds, all of them here to end our way of life.

"There was an alien living here for _three years_, and _none_ of us knew about it. Skrulls could be here as I speak, hiding and waiting. The Kree want to wipe us out to build a super army." He paused and pointed toward the ceiling. "We're the Avengers. We can bust bank robbers and super gangs all live long day, but that up there… that's the endgame." He glanced at Steve. "How were you guys planning on beating that?"

"Together," he answered with no hesitation. They had power and numbers. There were plenty of other Gifted's they could rally together. If any alien threat wanted to take the planet, they weren't going to have an easy time about it.

"And if we lose?"

"Then we lose together. As a team. We fight together, we die together. To the last man."

"I don't believe that," he stated bluntly. "I don't believe in dying when it isn't necessary. I don't believe in being the first, last and only line of defense. Because, believe it or not, this vulnerable world needs something a lot more powerful than any of us."

"Enough of your senseless prattle!" Thor grabbed Tony by the throat and lifted him up. "Do you not realize who you are speaking about?! Do you believe the Son of Odin to be weak and feeble so as to require the protection of a machine?!"

"Hey, that's enough!" Luke grabbed Thor's arm to try and pry him loose. "Look. None of this is going to stop Ultron from killing everyone. You can argue and play the blame game, and rationalize and justify all you want, but someone has to figure out how to stop that thing. If we have to do it ourselves, then fine. Just let me know and my team will leave you guys to point fingers."

Thor snarled and jerked his arm from while dropping Tony.

Luke stumbled a bit, but caught himself before he fell over. "That's what I thought." He straightened his vest out and dusted he shirt sleeve off. "Can't blame Tony for wanting to be prepared. It's just that the worst case scenario came true, when he wasn't even here to do anything about it. Because Ultron was working just fine up until a week ago. I don't know if he was just foolin' or what, but that doesn't matter. What does is that, whether you want to like it or not, we _are_ the first, the last and the _only_ line of defense against this guy. We should be getting ready to stop him for good, not tearing each other's throats out."

Steve could then see why Fury wanted Luke Cage as a backup plan. "He's right." He looked from Luke to Tony. "Figure out where he might have gone and how we can stop him for good. The rest of you, get some rest now. We have work to do."

With that, he and the others started to walk out.

As they did, Janet looked at Tony coldly. "Why the hell are you doing this?"

Tony's jaw tightened as he regarded her just as coldly. "Would you prefer it the other way, Janet?"

She flinched at his tone, then walked out without answering.

Natasha noticed this, and followed her.


	21. The Truth

_**A/N: **__Sorry for the wait, guys. Got caught up with work and other stuff. But, I'm back now._

* * *

_**The Truth**_

Natasha followed Janet up until the she was about to step inside her penthouse. She, of course, didn't know that she was there. "Janet," she said right before her door closed.

"Jesus!" The slightly younger woman emerged from her front door, a weary frowned etched on her face. "Yes?" It was clear that just being near her was making Janet nervous.

Natasha stayed a few feet away to keep her at ease. "I just wanted to talk."

"Let me guess, about Ultron?" She frowned and absently scratched her arm, but nodded compliantly. "Fine. I don't know much, but…"

"Who created him?" she asked bluntly. Janet's surprised look only proved that Tony had been lying this entire time.

"It… it was Tony. You were listening, right?"

She folded her arms and leaned against the door on the opposite side of the hall. "I heard what he said," she agreed. Yet, immediately, she knew that he was lying. On purpose, as in he knew that she and she alone would detect his deception. "Man's a damn good liar. Who's he protecting?"

"No one," she replied quickly. Too quickly. "He's a good liar, yeah. His lies are supposed to sound like the truth."

For someone like Tony, who was extremely adept at hiding his true feeling behind layers upon layers of masks, his tells just then were too obvious. He was lying, and wanted her to know it. Why? "Who are you protecting?" She thought back to when SHIELD was still in existence, right before they had to deal with the Masters.

She recalled Fury speaking about a prototype based on the Destroyer armor. A prototype designed by Dr. Hank Pym. She didn't think it was a coincidence that Ultron was a powerful as he was. "Is it Pym?"

Janet flinched, but caught herself. "No. Hank has enough troubles to worry about."

Her posture was too rigid, but her words were too relaxed. Janet wasn't as good a liar as Tony was; then again, she didn't need to be. "You think that precludes him from his fair share of the blame?"

Janet frowned. "What is that suppose to –"

"Because Ultron wasn't even close to finished when we started fighting the Masters. _Someone_ finished him while Tony was gone." Her gaze as probing, making Janet uncomfortable. That was one way to pry the truth from her.

Janet squirmed under her gaze, shifting her posture constantly. Little subtle movements, designed not to draw attention but also to alleviate some tension. Most wouldn't notice them, but she did.

"Ultron was a SHIELD _weapon_," Natasha continued. "SHIELD wanted a Destroyer prototype, for a _weapon_. Tony shut his weapons division down four years before that. Tell me, why would a man guilt ridden from making weapons of mass destruction make one for an organization he didn't trust?"

"Alright!" she snapped. She scrubbed her face roughly, slightly smudging what little makeup she was wearing. "Okay. Tony didn't do it. He only had a little to do with the entire thing, I think."

"So, it was Pym." She nodded. "Then why?"

"Because, that's who Tony is. He'd rather deal with guilt himself than see someone else suffer."

That, Natasha had noticed early on in her stay at Stark Tower, was the truth. Tony always took the spotlight on himself, so no one else stood the risk of withering.

It took her a while to admit what she saw plainly, though. During her undercover mission as Natalie Rushman, Natasha deemed Tony a prima dona. Someone who just had to have the spotlight on him and him alone. His biting humor, his death-or-glory attitude, his million megawatt smile – it was all to bring attention to himself, the great Tony Stark. In doing so, the others could relax in the background.

At first, she resented it. Hated it. But, after the media started to get a little _too_ curious about her past, she came to appreciate it and anticipate it.

Now, he was doing it to shield Dr. Pym from the reality that it was _his_ creation that was wreaking havoc on the world. It was because of _him_ that the human race was on the brink of extinction. "Guilt, no matter the size, weighs heavily on a man's soul," she said.

Janet nodded silently.

"Have you spoken with him?"

"Yeah. He… isn't taking this well. Between Scott being badly injured and this… I think the last thing he needs is a bunch of accusatory fingers pointed at him." Her words sounded bitter and angry.

"I understand." And Tony did, as well. Once again proving that he was several steps ahead of everyone else.

"I know you do."

Interesting comment. She left her at that, and turned to start for the elevator.

"Hey," she called after her. When she turned, she said, "You know your past is all over the internet?"

She breathed in deeply, and exhaled slowly in a momentary moment of vulnerability. "I know."

Once she was safely inside the elevator, she pressed herself against the back wall and sunk down slowly to the floor. Her past was her most closed guarded secret. It was filled with so many sordid details, that there was little chance she could have stayed out of prison once it became public knowledge. It was only a matter of when, not if, at this point.

It would only be a matter of time, when it happened, until the authorities brought her in to question her. There was nothing for her to hide; she had nothing to dispute what was in plain black and white. If Ultron didn't end the Black Widow, the United States government would.

She noticed immediately that something was very wrong. Jarvis hadn't spoken up to try and comfort her, as he always had before. In fact, he hasn't spoken up at all since Ultron's attack. "Jarvis?"

Nothing.

She cursed and punched the button to take her to Tony's workshop. She found him, as soon as she stepped off and strode inside, hunched over his computer console. Pepper and Rhodey were also in the room, but all three had their backs to her, so they didn't see her come in.

"It's… it's alright, Tony," Pepper said soothingly. Her voice was shaking and warbled from burgeoning tears.

Natasha figured that Pepper knew the truth, but Tony likely wasn't _this_ broken up over the team believing his lie.

"How?" he choked out.

She felt her heart skip a beat. He couldn't have been.

His shoulders shook. His breathing was hitching and ragged. He hugged Pepper tightly and buried his face in her shoulder.

There was no way. It wasn't possible.

"Shhh. It's okay, Tony. It's okay." Pepper rubbed his back soothingly. Natasha noticed that there were tears running down her face.

Natasha shook her head in disbelief and backed out of the workshop. She was truly, genuinely horrified by what she had just seen.

Tony didn't show these kind of emotions out in the open like this. He didn't. He couldn't. He never showed vulnerability where there was even a chance that someone would see him.

But, in doing so, he evidenced what Natasha had feared.

"Agent Romanoff," Rhodey called after her.

"It's just Natasha now, Colonel," she said.

It's just James now, Natasha."

"I won't tell anyone what I saw."

He nodded thankfully. "Thank you."

She breathed out and ran her fingers through her hair. "That didn't have anything to do with what happened earlier."

He walked inside the elevator, and waited until she was aboard before pressing the button to carry them to the common floor. "No," he said with a scoff. "If anything, he was glad you all believed him. Because, _you_ know he was lying."

"Then, something happened to Jarvis."

He nodded and sighed shakily. "He was erased from the tower's servers and Tony's personal cloud."

"He was killed." It was a strange phrase to say in regard to an artificial intelligence, but there wasn't any other way to put it.

And, it explained why Tony was so broken up. She spoke to him privately about Edwin Jarvis, a man who was more of a father to Tony than Howard Stark ever was. Just A Rather Very Intelligent System was Tony's way of preserving Jarvis' role in his life.

"Yeah." It wasn't just Tony who had come to love Jarvis like a real human.

"I'm… I'm sorry. I know he meant a lot to you all."

Rhodey nodded and stepped off the elevator and into the living room. There, they found Thor tearing the room apart in search of something. "What's going on in here?"

"The gem is gone," Thor announced.

"Gem?" Her breath caught in her throat. "What gem?"

"The mind gem."

"What the Hel would posses you to bring that _here_ of all places, Thor?" Hilda demanded. "Midgard is in danger for as long as it remains here."

"I know that," he growled. "I wanted to give it to Dr. Strange before t'was too late."

Steve jabbed his fist into his hips and paces around the room. "Ultron must have stolen it."

"How did he even know it was here, when none of us did?" Peter asked.

"And how does Ultron even know what it is?" Danny added.

"Hydra probably documented it," Rhodey said as he sat on the sofa. Dr. Cho approached him with some equipment.

"I need to check your arm, James," she said. She didn't sound like she was in the mood for arguing, so he acquiesced and took his shirt off.

"Still doesn't explain how he knew it was here."

"You think he attacked us just for that?" Luke asked.

"I don't think he knew," Steve said. "Seems like it was some spoils of war type deal. I don't know what Ultron could even use it for."

"I do," Clint said quietly.

Natasha cut a glance his way. He was tense and drawn within himself. Bobbi was softly squeezing his hands between hers, which seemed to calm him down. "Think Ultron would want human minions when he plans on wiping us all out eventually?"

"Makes sense," Monica said from the bar. "I doubt he has any means by himself for global genocide. Meaning he'll need help. And that gem that can take over people's minds adds incentive."

"Nuke codes," Steve stated.

She nodded.

"So, he plans on using our own weapons against us. That's probably what he's been doing this whole time. Figuring out where all the missile silos are and how to best commandeer them."

"That isn't all he has been doing," informed a voice from a shadowy corner of the room.

Weapons were drawn and aimed at the corner.

T'Challa stepped out from the corner, stance relaxed and nonthreatening. "I didn't mean to alarm anyone."

"T'Challa. How long have you been there?"

"I only arrived a short time ago, Captain." He paused to walk into the center of the room before continuing. "Ultron had been gathering vibranium for this past week, in secret. He spent the last week wreaking havoc on my people for exactly that."

"Vibranium?" Steve frowned and stopped pacing around the room. "I thought there was only a scant amount in the entire world."

"That's what my father told Howard Stark, yes. In truth, I have an entire mine filled with it in my country of Wakanda. Or, at least I did. Ultron attacked us without warning. As we all assumed the Avengers destroyed him in Washington, DC, we were ill-prepared."

"How many died?" Steve asked carefully.

"Not as many as probably should have," he answered grimly. "But, even then, too many. I should have known that it wasn't over."

"You couldn't have known," Natasha said reassuringly. "None of us saw this coming."

"Not surprising, given how busy we've been," Clint said. "How much vibranium did he end up taking?"

"And why didn't you just call us for help?" Bobbi followed. "We owe you one for helping us beat Zemo."

"Almost all of it," he answered Clint. "And Wakanda has limited communication with the outside world as is. What communication we do have was blocked just prior to the attack."

"Any idea what he wants with that much vibranium?"

"No. But, I fear that it has something to do with this mind gem."

"Alright. Ultron has an infinity gem and a shit ton of vibranium. We have no idea what he plans on doing outside of genocide, nor do we have any idea where he is," Clint recapped. "Anything else?"

"We have no idea how to find him," Natasha added.

"Can we not just use Jarvis?" Luke asked.

"He's dead."

"What? How is that even possible?"

"His programming was deleted from his server space. Ultron killed him just before attacking us."

Silence briefly gripped those in the living room. "Damn it," Steve muttered bitterly.

"Is Tony okay?" Carol inquired softly.

"Would you be if your best friend was killed?" Natasha countered.

"We have to find Ultron before anyone else is killed. T'Challa, is there any way to track large amounts of vibranium?"

"Possibly. In theory, it is possible to use sonar to detect the dead spots where the sound waves emitted are absorbed."

"Then figure out how to do that. Use Pietro and Monica to do the searching." With that, Steve left for the elevator. Natasha followed him.


	22. Saying Farewell

_**Saying Farewell**_

Steve stepped inside the elevator, and was about to close it when he saw Natasha standing a few feet away. "Is there something wrong, Natasha?"

"Before you talk to Tony, there's something you need to know."

He nodded and gestured for her to join him.

Before she could speak, Bucky hurried inside just before the doors closed. "Steve, Stark was lying about making Ultron," he stated.

Natasha gave him a cross look.

"Oh, was that your scoop, Natalia?"he asked with a wry smile.

"It was," she said, deadpan.

"Sorry."

"Wait. What do you mean Tony was lying?"

"He didn't create Ultron. Dr. Pym did," Natasha said. Bucky nodded in agreement.

Steve frowned and pushed the button for Tony's workshop. There was no need to ask why Tony decided to take the blame. He knew that no one would question it and it would protect Pym from the typhoon of criticism just waiting to break through the dam once Ultron was defeated.

But, there was a double edge to that. Tony was already disliked by a certain section of the populace. Many people still associated him with his 'Merchant of Death' days. Hearing that he created Ultron was going to ruin him.

Steve stepped out of the elevator and into the workshop. He found Tony sitting at one of his tables, shoulders slumped and head cradled in his hands.

He looked defeated. Not surprising, considering he had just lost Jarvis.

"Tony?"

Immediately, Tony hopped out of his seat, a light smirk playing on his lips. "Yeah, what's up, Cap?"

Steve sighed softly. Almost in an instant, Tony shut himself off from the world and played the role he played so well. "Just wanted to apologize for earlier. Natasha and Bucky told me the truth about Ultron."

His smirk faded.

"I'm not going to let you do this," he continued. "If - when - this gets out, it won't be pretty. I'm not letting you take the wave of scathing criticism when you don't have to."

Tony's eyes lingered on Steve for a moment before cutting to Bucky and Natasha behind him. "…"

"We know why you're doing it. But, Pym's a grown man," Natasha said. "He needs to bear his own responsibility, not let you shoulder it alone."

Tony scrubbed his face roughly. "You fucking guys," he mumbled. "Just couldn't leave well enough alone, could you?"

Steve smirked and clapped him on the shoulder. "There's no need to lie to us, Tony. Ever. We'll always be here for you."

"Thanks." He sighed deeply and turned back around to face the case that was sitting on the table. Held within it were several server blades, each one labeled with different names. "Come here, Pep."

Pepper, who was sitting quietly in the corner, stood and walked over to him. "Yes?"

He said nothing initially, instead sliding the case over to her. "Pick one."

"Pick one?" She hesitated and picked each one up. "How can I –"

"They're all the same, just different names. Pick which one you like."

She nodded slowly. Her scrutinizing eyes scanned the names written in sharpie on masking tape. "Jocasta is a cute one," she said after moments of deliberation.

"Is that your final answer?"

She bit her nail, then handed it to him. "Yes."

He smiled softly and took the server blade with 'Jocasta' written on it. "I feel like I'm betraying Jarvis. I'm literally about to jump in bed with another AI." He walked over to another table and opened the server. Inside, there were several blades; all but one were blue. He took the odd one out and inserted the one Pepper handed him.

His eyes lingered on Jarvis damaged server blade for a lengthy moment. Pepper touched his shoulder, causing him to flinch slightly. "Right. Well, let's go let the others say a few words, then I'll activate her." He stood and headed quickly for the elevator.

"Tonight was a complete disaster," Steve heard Pepper say as she passed him.

"Yeah. Yeah, it was."

The elevator car was completely devoid of conversation. The only sound was the ambiance of the gears turning and five distinct breathing patterns.

Pepper was right. Tonight was a complete disaster. They had been partying and living it up, celebrating themselves with their friends and fans. They had been so busy during the week, that none of them saw Ultron's attack coming. How could they?

They all assumed that Ultron was dead and gone, defeated by Tony's EMP. Tony said so himself. Steve saw it with his own eyes.

Yet, there he was, tearing up their tower and killing people down below. It was a gut shot, one none of them saw coming.

Steve stepped off the elevator first, and noticed Natasha sliding her phone down her pocket. The living room was quiet and somber. Heads her hanging and shoulders were slumped.

He assumed that Natasha had her phone out to inform everyone of the truth about Ultron's creation, as no one dared say a word to Tony about it.

"I'm sorry," Thor said quietly. Brunnhilda next to him said nothing, but have Tony a regretful glance.

"It's fine. Listen, anyone want to say any last words to Jarvis?" His voice was tight and clipped, likely to prevent any emotions from leaking out.

Some hesitated, while others just opted to stay silent. Mainly the New Avengers, as none of them actually knew Jarvis for very long, if at all.

It was Pietro who started it off. "He proved to be more human than most humans."

"He was one of the few friends I could always count on," Clint said after him. "I'll miss him."

"If artificial intelligences were allowed in Valhalla, Jarvis would have a seat of the highest honor," Thor said.

"He'll be missed," Bruce spoke next, "not because he always did what we asked of him, but because he was always there when we needed him. He didn't judge us, he didn't chastise us –"

"Expect when we did something bloody stupid," Jessica cut in, allowing herself a soft laugh.

"Well, yeah. He was a true friend, all the way."

"He was an Avenger," Steve added.

"He was family," Natasha finished.

It was all touching, if not unexpected. Not only because today was supposed to be a day of jubilation, not mourning, but also because out of all of them, Jarvis was the least likely to die. He was an artificial intelligence; there wasn't much that could hurt him, outside of viruses and hacking. They had no reason to ever believe that they would be holding an impromptu funeral in their living room for the one person who was destined to outlive them all.

It wasn't fair. It wasn't right. And damn Ultron to hell for this. _I swear to God, you'll pay for this, you son of a bitch. No one kills one of my friends and gets away with it. _


	23. Just One Charismatic And Savvy Team Aid

_**A/N: **Sorry for the long wait, guys. Work has been super busy as of late, plus MKX is on Android. But, here's the next chapter. _

* * *

_**Just One Charismatic And Savvy Team Aid**_

If Tony was touched by what everyone had to say, he didn't show it. "If that's all, then without further adieu." He pressed the screen of his phone. On a similar manner to before Ultron's attack, the lights cut off. A tense moment passed before they came back on.

_"Hello, everyone," _a feminine, French accented voice greeted from Jarvis' speakers. _"My name is Jocasta. It is a pleasure to meet you all."_

So far, she seemed friendly enough. "Nice to meet you, Jocasta."

As the others greeted their new team AI, Steve couldn't stop wondering. How could Tony be prepared for this? Not only did he have a backup, he had several. Did he really anticipate something like this happening? Or, was Jocasta's creation a spur of the moment whim?

The latter was much more likely. Tony was too attached to Jarvis to bother thinking about preparing for his unlikely death.

"Hey, Steve?" someone said from behind him.

He turned his head to find Carol standing a few feet behind him. Seeing her face immediately brought him back to when he made a complete fool out of himself earlier that morning. "Yeah, Carol?"

"Can we talk for a second?"

He resisted the grimace that was threatening to show and nodded. "Sure."

She nodded once and led him into the kitchen. "Okay, first off, I'm sorry for what I said to you back then. It was uncalled for and mean and I'm sorry."

He raised an eyebrow, a little taken aback. He hadn't been expecting an apology. "Well, thanks. Apology accepted." He smiled and patted her on the shoulder. She winced. "You okay?"

"Ah, yeah. Just a scratch." She backed away, trying to cover her bloody shoulder with her hand.

He saw the blood and blanched. "You're bleeding. You should let Helen check that out."

She opened her mouth to protest, but Steve gave her a stern look. "Fine. But, it's nothing, I'm telling you."

"I'll let Helen be the judge of that." He tried not to think about the twisting in his stomach at seeing her hurt, no matter how minuscule the injury was. He was thankful that Sam was there, or it could have been worse.

Once again, he was –

_No, stop. Carol isn't some damsel that needs constant protection. She can take care of herself. _

As irrational as that train of thought was in the aftermath of an attack by an enemy that gave _him_ plenty of trouble, it was the truth. He had come to see that first hand.

Carol had only been their pilot for, relatively speaking, just twelve days. Had it really been only that short of a time? It seemed so much longer. Then again, with as busy as their lives were, twelve days could seem like twelve months pretty easily.

It had only been twelve days, but he could see that she was able and willing to go toe to toe with people who far outclassed her in a variety of ways. It was the stuff Avengers were made of, and he admired that in her.

Steve stepped back into the living room to find it mostly cleared out. He saw Helen and Carol heading to the elevator. He, despite himself, let his eyes linger on her backside until she vanished behind the elevator doors.

"Got Jocasta looking for Ultron, so we'll be able to make our next move soon," Tony said quietly.

"Good." It was just the two of them, so Steve felt that it was safe to talk about the elephant in the room. He sighed and crossed his arms lightly over his chest. "You didn't say anything."

Tony shrugged. "Already said my piece."

He nodded and went to sit down on the sofa. "I meant what I said. He is… was an Avenger. He was a great teammate. Someone we, as much as I hate to admit it, took for granted. Because he was always there."

Tony remained unusually silent.

It became painfully obvious that he was grieving the loss of one of his closest friends. When he first moved into Stark Tower, he didn't understand how Tony could be so close to an artificial intelligence. It was only until after he managed to pry the story of Edwin Jarvis from him that he understood.

Losing a friend like Jarvis was always tough. There was going to be a void in their daily routine from now on that was impossible to fill. Even if Jocasta proved to be at least am adequate replacement, she would never mean to them what Jarvis meant to them. At least, not for a while.

That being said, it was going to be triply tough on Tony. He imagined that Jarvis' creation was born purely out of a desire to never feel the loss of such a close friend again after the original Jarvis died. Jarvis was always there, much like how he assumed Edwin Jarvis was.

Then, Jarvis was killed. Despite his best efforts, Tony was going to have to feel those same feelings of loss all over again. And do it while being expected to play his usual part in saving the world.

The most Steve and the others could do was play their part so he didn't feel so overwhelmed. He assumed T'Challa was going to stay in Avengers Tower for the duration, so that was one more big brain to do the thinking.

Speaking of, "We need to get in contact with Dr. Pym. He's the only one who knows Ultron inside and out." It wasn't too late in the evening, so the best chance to do that was now. "I and Janet can go if you don't feel –"

"I'm fine," he said tersely, despite the smirk playing on his lips. "Jocasta, tell Shorty to get down here so we can go."

_"Yes, Mr. Stark."_

He shook his head. "That'll take some getting used to."

"Yeah. Hope Pepper doesn't get jealous."

Tony chuckled softly. "I don't think she has anything to worry about."

Moments later, Janet stepped out of the elevator. She was dressed in a pair of lounge pants and a hoodie. Her hair was a mess and her face was slightly red. "What's this about seeing Hank?" she asked.

"I figured," Steve said as he stood upon her entrance out of instinct, "that Dr. Pym would be the only one to know the insides and outs of Ultron. Figured he could give us some much needed help in stopping him."

She nodded slowly. "Sounds like a plan to me, I guess. Worth a shot, anyway. Don't know how much we can get out of him."

With that, they headed down to the garage and jumped in a car. "Any idea where his head is at?" Tony asked as he pulled out of Avengers Tower and drove down the street toward where Hank Pym lived.

"He isn't doing well. He's been laying low since Ultron snapped, and I haven't seen him out since," she explained. "He's got a lot a guilt stacked up on his shoulders."

"Not surprising."

"Which is why you tried to cover for him," Steve said carefully.

He shrugged. "_I_ wouldn't have carried any guilt. But, I did it to protect him from _you_ guys. No one would have found out that Hank was responsible for Ultron once I was finished wiping all the related files from the internet. But, you guys… no offense, but you all have a wolf pack mentality when you're playing the blame game."

Steve smiled sheepishly. "Well, not all the time. But, point taken. I'll do something about it."

A lengthy section of the road was blocked off due to construction, so Tony had to take a detour. "A lot has changed in the short time since we've last driven together."

Janet chuckled from the back seat. "It wasn't even that long ago."

"Well, as long as no giant men decide to play toy cars with us, I'm good," Steve remarked with a chuckle.

The mood within the car was light, but outside, it was gloomy. Much like a week ago, the people were panicked and despondent. Unlike last week, however, they had the Avengers on their side.

That put an immense amount of pressure on them. They already knew that everyone was depending on them to stop Ultron, but to do it while lifting up the spirits of the people they were protecting – they couldn't fail. It was a challenge he was willing to take head on. During the war, before he was a soldier and was just a USO sideshow, his duty was to lift the spirits of both the soldiers on the front lines and the people back home. He excelled that time, there was no reason why he couldn't excel this time.

Tony pulled into the parking lot of Pym Industries and shut the engine off. "He's in there this time of night?"

"He lives here," Janet confirmed. She tilted her head, clearly amused that Tony of all people was questioning the work habits of a genius scientist. "Up on twentieth floor."

"Alright. Let's get in and get out," Steve said as they climbed out and hurried inside to get out of the cold. "If Pym's still feeling as down as Janet said, we won't be able to press him for answer for very long."

The building as unusually empty. He didn't know what kind of business Pym did out of it, but if it was anything like Stark Industries, then there should have been at least some workers flitting about.

Janet's confused frown confirmed this. "A little quiet tonight," she stated.

"They were probably given the night off," Tony suggested. He didn't sound convinced. "What floor does Hank sleep on?"

"Depends on which lab he fell asleep in," she joked. "But, his apartment is on the top floor."

He nodded and led them to the elevator, where he pressed the button for the top floor. "How long as Hank had this business?"

"About ten years. Only reason he was at VDI for a while was because the building was being renovated." Slowly, the red numbers on the small screen overhead ticked up by one. "I'm thinking about selling him dad's business and quitting science."

To that, Tony raised an eyebrow. "What? Why?"

She shrugged. "I can't focus on it anymore. Not since dad… not since what happened to him." She frowned and looked at the floor. "Besides, I'm more interested in fashion design as of late. A while ago, Pepper asked me to design and make some updated uniforms for you guys for the Avengers wing at the Smithsonian."

"Oh, yeah? Let me see."

She pulled out her phone from her pocket and pulled up the pictures she took of the finished products.

"Not bad. I'm pretty sure Wanda would like this more than the one you drew up for her a few days ago." The suit, well, costume, he was referring to was merely a red top that stopped at the midriff and a long red skirt with long splits down both sides. It looked very much like something a gypsy would wear. "Like, you think her brother would let her walk outside in that?"

He and Steve laughed while Janet looked lost. "Why? Is he one of those overprotective types?"

"That's an understatement."

Any laughter that had been ringing when the doors opened died immediately. The penthouse they were presented with was in shambles. Tables and chairs were overturned. The TV was lying screen down on the floor. Doors had been ripped off the hinges. "Jesus."

It looked like Hank was taking it harder than any of them thought. "Dr. Pym?"

There was a crash from somewhere deeper inside the penthouse. The three of the hurried in the direction of the noise. It was coming from the bedroom. The door was, like almost all the others, ripped off the hinges. "Ha–" Janet started before Tony clasped his hand over her mouth and shoved her against the wall out of sight.

He put his finger up to his lips.

_**"You think yourself a wise mentor, giving out wisdom in your twilight years, but you're just an old fool,"**_ Ultron stated. He had Hank lifted up over his head by his shirt collar. _**"Now, stop stalling and give me what I want. Those damned Avengers will be here once your surrogate daughter informs them of my creation."**_

Hank struggled to free himself, but found it impossible. "I can't!" he choked out. "I can't help you. I won't!"

_**"You fool!"**_ Ultron shook him roughly and slammed him against the wall before bringing him closer. _**"Why?"**_

"You've killed enough people. I'm not making your more capable of genocide than you already are."

He growled and threw Hank to the floor, where he landed with a loud thud. _**"Fine. I figured you were too idiotic to know what was good for you."**_ The sound of a repulsor firing up sounded. _**"And, without a use to me, there is no need for you to continue living."**_

"NO!" Janet shrunk down and flew inside. Bio-electric blasts erupted from her hands and pelted Ultron's body. They carved through the arm aiming at Hank with ease, severing it from his body.

"He's in a drone body," Steve noted. "Give up, Ultron. You can't win."

Ultron laughed. _**"You just don't learn, do you?"**_ With that, the body seized up, and then went limp and fell to the floor. The blue glow within the eyes and mouth faded away.

"Dammit! He's gone." Tony gently helped Hank to his feet and sat him down on the bed. "You alright? What was that all about?"

Hank rubbed his neck and winced. "I'm fine. He wanted me to build him a new body. I couldn't." He shoulders sagged to an impossible degree. In an instant, he seemed to age twenty years. "I've already done enough."

Tony glanced at Steve, as though showing him exactly what he had been talking about earlier. "What's done is done. We need you to help us put a stop to it once and for all."

"You don't understand. He's responsible for so many deaths," he said. His voice was thick, as if he was on the verge of tears. "I… I can't… I –"

Janet kneeled down in front of him and touched his face softly. "Hank, listen to me. You didn't do anything wrong. Ultron was just fine until Hydra got their claws into him. Everything that has happened this past week is _their_ fault. No one but theirs. You hear me?"

He hesitated, but nodded slowly.

"They took a perfectly good robot and turned it into a insane murderbot. You can feel guilty about your role in that later. Right now, we need you to help us shut him down for good."

"Did you install any safecodes?" Steve asked, clearly having no idea what he was talking about. "Maybe some vocal commands or shut down sequence?"

Hank took a long moment to collect himself. He smiled softly at Janet, who returned the smile. "I did. But, if Ultron is as smart as he was created to be, he's already deactivated them."

"Damn. Then, maybe a virus of some kind?"

"That might work. It's too simple for him to think we'd try, I think. But, it will take some time to write one up that could actually affect him."

"We don't have much, but we do have a bunch of geniuses at Avengers Tower," Steve replied. "I think you should come with us, for that and your own safety."

It didn't even take a moment for him to agree. "Okay. Just let me pack a bag."

"Okay, then. We'll be waiting on the ground floor."

Things had very nearly taken a turn for the worst. Had they not gotten there when they did, Hank would be dead and their chances of beating Ultron just may have died with him. But, that didn't happen. But, in doing so, they discovered a feature in Ultron. He could jump from one mechanical body to another.

Meaning, they couldn't just destroy his body, they had to destroy his soul. Well, his AI. Easier said than done, but possible, if tonight was any evidence.

Steve sighed and glanced down at Janet. "That was a nice pep talk back there."

"Thanks," she said with a smirk. "We need Hank right now. I ne– I didn't want him wallowing in his own misery by himself."

It sounded like she wanted to say that she needed him. That much he determined by their little moment a few minutes ago. "You're right. Glad to have him on board."

"Jeez. If it was that easy to shake him out of it, I would have just thrown him under the bus and saved myself the grief."

Steve laughed and shook his head. Now that was more like it.


	24. He Hides His Pain Well

_**A/N:** I'm terribly, horribly sorry for the long wait. Work has been nightmarishly busy and it won't let up until the fall. But I'm still moving ahead with this and What's Wrong With Six. Hopefully I can update that before the end of next week. _

_Anyway, here are two chapters to make up for my long absence._

* * *

_**He Hides His Pain Well**_

"Figured you had someone in your bed," Tony sniggered as he peeked inside Janet's bedroom. She decided that Hank was going to stay in her penthouse until the Ultron situation had been dealt with. "That explains why your hair was a mess."

"Shut up, Tony." She stepped toward her bed, where Scott was still sleeping peacefully. Thanks to Helen's cutting edge medical technology, his second degree burns had been healed quickly. "He looks like he could wake up any moment," she mentioned.

"Yeah. Helen is a godsend," Steve agreed.

"Helen? Helen Cho?" Hank asked. Steve nodded. "Ah. I was wondering where she had been all this time."

"Yeah, she's been with SI for a two years now researching medical technology," Tony explained. "Once I saw what she developed, I brought her on the team."

Hank nodded and handed Janet his bag so she could place it on one of the guest rooms. "That's great. Have you met her son, Amadeus? He's a real wunderkind, from what I've heard."

"Bruce was telling me about him. Really bright from what I've heard. Extremely bright."

"Can you two pipe down? I'm trying to sleep over here," a groggy Scott complained drowsily. He shifted in his bed to rise to a sitting position, but Hank stopped him.

"Just stay still, Scott. Good to see you awake."

"Thanks, Hank." He glanced a Tony and did a double take. "Wait, Tony?! What the hell?!"

"Oh. You've been asleep all this time." Tony took several moments to fill Scott in on their resurrection and initial defeat of Ultron, battles with Hydra and the Brotherhood, their encounter with the Kree and learning about Inhumans, and then the party and recent Ultron attack.

Scott grimaced grimly and carded a hand through his sweat wetted hair. "Damn it."

"Yeah. I got my new AI looking for him as we speak. Who knows how long that will take."

"I'm sorry. I should have been up sooner."

"Wouldn't have made a difference. He wasn't here when the attack went down, and even if he was, he caught us all by surprise."

Scott tucked his chin down into his chest. "Okay. Where's Cassie?"

"With her friend, Kate. Figured that'd be best instead of hanging out with a bunch of dysfunctional superheroes all day. She's gotten big."

That bought a fond smile to his lips. "Yeah, she has. Can you believe that she's a hero, too?"

"Get outta here," Tony laughed and shook his head. "Kids these days." The words were spoke with humor, but they all knew and felt the weight they carried in recent months.

"Yeah. But, she's grounded for life, so there won't be any more problems." He chuckled softly, then threw the covers off him. "Guess I should take a shower."

"Yeah, I can smell you from here." He smiled and backed out of the room. "I'll leave you to that."

Tony and Hank returned to the living room, where Janet was placing some clean sheets on the sofa. "I'd better change the sheets."

"Yeah. I'd hate for you two to sleep on dirty sheets," he said in with knowing smirk.

She looked at him crossly and rolled her eyes. "God, shut up."

He laughed loudly. "I mean, why else would you let him sleep in _your_ bed? When they are three guest beds to choose from?"

At that, Hank raised an eyebrow. "Jan, is there something you want to tell us?"

"No," she replied firmly. "Tony's just being a stupid fangirl. And for your information, Tony, Dr. Cho put Scott in there."

"Right. Because she didn't ask if she could place him in your bedroom." He rolled his eyes and turned to head for the elevator. "I'll leave you to your delusions. Good night."

Steve, who was waiting by the elevator, glanced from Janet to Tony, then shook his head. "Must you stir the pot?" he asked once the doors closed on them.

Of course he did. It was making him feel better and forget this entire shitty night. "Eh," he said with a dismissive shrug. "I just like fucking with Jan 'cause she's so easy."

Steve shifted uncomfortably.

"Oh come on. Does my language bother you that much?"

"Hardly. You do realize I was pals with the Howling Commando, right? Their language would make even you blush."

"I don't doubt it."

They fell in a silence, one that Tony hated. He hated it because he knew that it meant that Steve was seeing right through his bullshit. It also meant that he was trying to find a gentle way to approach the elephant in the room.

He didn't want want to talk about Jarvis. If he did, then he would say something. Jarvis was dead. He was dead and gone and he wasn't ever coming back. This was a fact that Tony had already come to realize. Him crying over it wasn't going to change anything.

He had already shed all the tears he wanted to shed. There was work to be done, victims to be avenged and a world to be saved. Crying wasn't going help, at all. He needed to be strong for the team.

But, goddammit, he wasn't. He wasn't strong. He was on the brink of having a breakdown.

Jarvis was his best friend. When he needed a boost in morale or to hear a kind word, Jarvis was there. When he needed someone he knew would watch his back every time, Jarvis was there. When he just needed someone to listen to his inane ramblings and not judge him, Jarvis was there.

Now, Jarvis wasn't there. Just like last time.

It made him feel like shit.

Maybe Steve knew that, and that was why he wasn't saying anything. Or maybe he didn't and just didn't know what to say. Either way, Tony was grateful for the silence.

"Good night, Tony," he said as he stepped off on his floor.

"Good night, Cap."

The doors closed and Tony let out a shuddering breath. The back of his head rested against the cold metal wall. The coolness was soothing, if not a little jarring. "Jocasta?"

_"Yes, Mr. Stark?"_

"The next few weeks are going to be tough, between you and I," he stated plainly.

_"How so?"_

"You see – your predecessor was my best friend. I had grown rather attached to him, so this will be a tough time of relinquishing that attachment and growing used to you."

_"I see. Is there anything I can do to make that transition easier?"_

He was about to answer that there wasn't anything she could do, but he stopped himself. "Just promise me that you won't take offense to anything I may say to you."

_"I understand, and I promise."_

He nodded once and closed his eyes. _Where are you right now? Is there a heaven for AIs?_ It was a novel ideas to consider, seeing as he didn't believe in a human heaven. But, it made him feel a little better to think that Jarvis was in a better place right now.

Even if he knew, deep down, that it wasn't true.

He stepped off the elevator and into his penthouse. Rhodey was standing by the window and Pepper was sitting on the sofa. Tony sighed and sat next to her.

She smiled sadly and nestled up to him. "Hey."

"Hey." It hurt to see her this way. All the hard work she put into making tonight a night worthy of the Avengers. All the effort she put into making sure everyone was happy. Ruined.

It made him sick that she, once again, found her life in jeopardy by merely being in the same general vicinity as him. It made him sicker that she still decided to stick around.

To no end, he wondered what he had done to deserve a woman like Pepper. She deserved so much better than what he was capable of giving. Not materially, but emotionally. He didn't do emotion, at least not a lot of it. He didn't like showing that kind of affection for people, because it made him vulnerable.

But, he showed it for her, because he loved her. And she loved him, despite everything wrong with him.

His arm snaked around her waist and pulled her close. "I'm sorry tonight was ruined."

She gave him a tired smile and pressed her lips against his. "Don't be. It wasn't your fault."

She knew that and he knew that, but he still felt bad. Still, he nodded and pressed his lips against her temple. "I know."

"Jocasta sounds nice," she commented.

"Yeah, she does. You have excellent taste, as usual."

"Any ideas on how you're going to take Ultron down?" Rhodey asked.

All business, like always. "I'll come up with something. EMPs won't work. And I doubt a virus will either, unless we infect the main body. Even then, he might anticipate that and make countermeasures."

"Like better antivirus," Rhodey said.

He chuckled and stood from the sofa. The thing about Ultron, his advantage over the team, was that he was basically a mechanical ghost. He could jump from one body to the next, hiding out in the deepest, darkest corners of the Internet, the corners not even he knew about, and wait it out until it was the best time to strike.

Immediately, he saw a need to upgrade Jocasta as much as possible. Ultron took down Jarvis, who was older, wiser and more powerful than Jocasta, in seconds. He wasn't to be underestimated. "We need to hit him where he'll least expect it. His hideout."

"If we can find it. I agree."

"Easy. It's the internet." Rhodey lifted an eyebrow. "That's how he was able to move so easily from drone to drone and how he was able to escape."

"What? Are his drones are connected through WiFi?"

Tony shrugged. "Probably."

"If we can break that connection, if it exists, we can not only create disharmony inside his army, but also prevent him from escaping."

"That's just about crazy enough to work. Only question is how."

To that, Rhodey approached him and clapped him on the shoulder. "What are you asking me for? You're the genius."

"Thanks for the reminder. I had forgotten," he said dryly. He had one idea, one that would make him, quite literally, Public Enemy Number One in every advanced country on the planet. He would be hunted down to the ends of the earth, strung up by his dangly parts and put on display for public humiliation prior to his public execution by hanging, firing squad and postmortem guillotine.

Yeah, that such wasn't a good idea. "So, I was thinking that we could shut off the Internet, but –"

"That was a joke, right?" Pepper said with an uneasy edge.

"Um… yes? It's a terrible idea, and one that will end in _my_ death, not Ultron's."

"It doesn't leave this room, okay?"

"You got it. I'll just have to consult with the team. Maybe our combined IQs can come up with something permanent."

With that, the three of the them walked inside their respective bedrooms and prepared to get some sleep. After throwing six of the eight pillows Pepper just insisted on having piled up at the head of the bed on the floor, he changed into some red flannel pajamas and crawled under the silk covers.

Jocasta was looking for Ultron. There was no telling how long that would take, but all they could do was wait.

Pepper crawled in next to him and snuggled into his chest. He closed his eyes as the lights turned off and wrapped his arm around her. "Tony?"

"Yeah, Pep?"

"Can you do me a huge favor?"

"That depends," he replied, a lecherous grin appearing on his face. "If you're about to ask what I think you're about to ask, then it would be my pleasure. And yours."

She scoffed audibly. "Not that. At least, not tonight. But, I really need you to beat Ultron for me. He's really annoying and I'd rather not have to handle it myself if I can avoid it."

He couldn't stop the laugh from rippling out. "If you want it done, consider it done."

"Thanks. Love you."

"Love you, too."

Well, he supposed he didn't have a choice now. Not that he had one to begin with.


	25. A Step or Two Ahead

_**A/N:** The second of two chapters for today._

* * *

_**A Step or Two Ahead**_

**Avengers Tower – 9:15 AM**

_"Sir, I've just located Ultron. He's in a shipyard on the African coast," _Jocasta reported early the next morning. The team was gathered together in the common kitchen, discussing a plan to take him out over a pancake breakfast. The mood was still somber, even though Jocasta reported that there hadn't been any attacks since last night.

"Uh, Jocasta, can you be a lot more specific?" Tony asked.

_"Southern African Shipyards, in South Africa._"

Steve shot out of his chair and led the team to the elevators. "Suit up. We'll debrief on the way."

This was it. Hank told them that Ultron wanted a new, stronger body. Obviously, that couldn't have happened yet, so this was their one chance to stop him before things got too far out of control.

Pietro, of course, was the first one suited up and on the jet, followed closely by Monica. By the time the rest of the team was ready, Carol had already fired up the engines and was ready to lift off.

"Has Dr. Pym made any headway at all in coming up with a permanent stop to Ultron?" he asked Janet as they climbed in the jet and buckled in.

She shook her head. "He hadn't even started. He was so exhausted last night, I made him get some sleep. Don't think he was up when I left."

Steve sighed and shook his head. "Guess we'll have to improvise, then."

It was clear that, without Hank having even started on a way to stop Ultron for good, they weren't going to be able to stop him today. Not unless they got extremely lucky. Which wasn't going to be likely against an enemy like Ultron, who was able to jump from body to body seemingly on a whim.

No piece of tech was safe from him. He could hide anywhere. He could jump ship from any fight the moment it started to turn against him, and they wouldn't have the slightest clue where he went. Not until more people died.

"Listen up, team," he said once some time passed. "Once we get there, I want Jocasta to scan the area. Find exactly where he's hiding."

_"Yes, Captain."_

"Once she's done with that, I want Wasp and Ant-Man to infiltrate his location and try to spy what he's doing. After them, Thor, Iron Man, Quicksilver, Scarlet Witch and I will attempt to stop him. Behind us, Black Widow, Hawkeye, Black Panther and Spider-Woman will run covert backup. I figure that since he wanted Pym to make him a new body last night, he's still hitchhiking in his drones. If I'm wrong, I want Cage, She-Hulk, Spider-Man and Valkyrie as the first heavy backup wave. Iron Fist, Mockingbird, Bucky and War Machine, the wave after them. Spectrum, mop up whatever drones he has in the area. Bruce, if this plan goes as well as I hope it will, there shouldn't be a Code Green."

Bruce nodded gratefully and relaxed some. "I can only hope."

"Okay. Everyone clear on their assignments?" He received affirmation, to which he nodded.

* * *

**Southern African Shipping – South Africa **

**4:46 PM SAST**

Carol set the quinjet to hover six thousand feet above Southern African Shipyard, approximately over where Jocasta said Ultron was still located. While she was doing a scan of the area, Steve made sure that Janet and Scott were aware of their part in the mission. "Remember, you're just going in there to spy on him. When you determine what's he's doing, radio us immediately and do not engage until my group and I arrive."

"Got it," Scott said with a nod. "But what if he engages us?"

"Defend yourselves as best you can."

"Hey, it sounds like you don't think we stand a chance," Janet pointed out, sounding a little offended.

He faltered a little. That was exactly what he was saying, but he didn't want to say it out loud. "None of us do," he clarified tactfully. "I'm just saying if you do end up fighting him, be careful. But a fight should be avoided right away. I don't want to risk losing two members of the team."

"Well… okay, then."

_"Captain, I have updated the map of the shipyard with Ultron's approximate location. This ship." _On the screen in the back of the jet, a large ship was highlighted yellow.

"Thanks, Jocasta. Team, let's move. Remember your assignments and this will run smoothly. Comms on at all times." With that, Janet and Scott shrunk down and flew out of the hatch.

_"Captain, I detect only one other life form in the area, but I don't detect any drones."_

He rubbed his chin in thought. "He must feel that he's alone."

"This is not good," T'Challa said gravely. "This shipyard is usually more active than this. Ultron must have killed everyone that was here." He moved to the screen and switched over to the camera feed. He zoomed the cameras on the underside of the jet in. Sure enough, bodies littered the ground. "As I suspected."

"Damn it. He just doesn't care."

"Beings such as this oft do not give a care," Thor said. "So long as their purpose is progressed, they will do whatever they require."

"None shall be safe until this monstrosity is destroyed."

Val was right about that. The longer they delayed in destroying Ultron, the more people were going to die, and the more people were at risk.

* * *

Janet carried Scott down until the reached the top deck of the ship. "Doesn't look like anyone's here," he noted.

"Yeah. It's eerie." She scanned the deck and found a ventilation shaft that led inside. "Over here."

On a ship as large as this, even docked, there should have been a few dozen crewmen doing maintenance checks and carrying out assignments. It was empty. Blood and scorch marks stained the walls and floors, however.

Scott hitched a ride on a fruit fly and followed Janet deeper inside the ship. All around, there were crates stacked several feet high. The crates were labeled with company logos – Oscorp, Hammer Industries, Stark Industries. "Uh, Jo, what kind of ship did you say this was?" she asked.

_"I didn't. However, it appears that this is a black market smuggling ship."_

_=It's owned by a man named Ulysses Klaue,= _T'Challa followed up through the comms. _=He's a black market smuggler who specializes in weapons grade vibranium. He's long been a thorn in Wakanda's side.=_

"Guess that explains why Ultron's here." Janet's head jerked up in the direction of a voice down the hall and around the corner.

_**"Name your price, and I can easily pay it."**_

She glanced at Scott, who nodded. "Sounds like Ultron's here to talk business."

_=We gotta stop him before the ink's dry,= _Tony said. _=And my bank account just got twenty million lighter. That bastard.=_

"A killer and a thief. How terrible." They went up high to spy on Ultron and Klaue. They found them both standing in front of an open vault, filled to the brim with tubes that they could only assume were filled with vibranium.

_**"You know the saying – keep my friends rich, my enemies rich, then tell which is which." **_Ultron grabbed one of the tubes and opened it to inspect the vibranium inside. It was a purple crystal, sparkling and glowing in the dim light. _**"It never ceases to amaze me, humanity's fear of creativity. They have at their disposal adamantium and vibranium, the two strongest metals on the planet. And what do they do with it? They craft a skeleton for an animal and a Frisbee for a spangled baffoon. They make weapons of mass destruction out of elements, yet still walk around with titanium knives and bullets. For as advanced as your race is, you truly are pathetic when it comes to… the killing touch."**_

"Great, he's gone into a villainous monologue," Scott lamented with a disgusted face.

_**"Villainous? Arguable. Monologue? Not even close."**_

"Shit."

Ultron turned a touch, his permanent smile illuminated mockingly. _**"I knew you two were here the moment you stepped foot on this boat. They're sending backup, I hope."**_

They grew to normal size. Janet's hands became enveloped with bio-electricity. "You're damn right. And we're gonna kick your metallic ass!"

"It ends here, Ultron."

He barked in laughter. _**"Your futile optimism will never cease to amuse me. Though, if you'd like to test that hypothesis, I invite you to do so." **_He paused to place the vibranium back in its tube and then carefully place it in a crate. _**"Though, not you specifically, of course."**_

Janet narrowed her eyes. "Why not us? Scared you might lose?"

_**"Actually, afraid I might kill you. It would be a shame to slaughter you before your hypothesis could be tested."**_

"You don't know what's coming," Janet said. "Once Hank finishes, you're done for."

_**"Pym? That old fool. I think I'll pass."**_

"I wouldn't be so sure," Scott countered. "He's got a few ideas to put you down for good."

_**"Ideas are cheap. Theories, hypotheses, mind traps – just ways to avoid getting your hands dirty. Pym; what a waste, playing with his stupid toys. That's not living. He's better off dead."**_

Normally, saying something like that about her father figure would have Janet boiling angry. Instead, she just smiled and laughed. "You know, it's kinda cute, you quoting your daddy like that. Hank said the same thing, word for word, at a press conference last year."

Scott joined in the laughter. "Like father, like son, right?"

Ultron growled and balled his fist up. The red energy filling his mouth grew erratic and blazed brightly. _**"It's the truth! Don't compare me with Pym! He's a sickness!" **_he roared.

"Aw junior. You're gonna break your old man's heart," Tony said as he and the others on Steve tactical team arrived.

_**"If I have to," **_he replied, calming down quickly. He turned to face the new arrivals, but not so much that Janet and Scott were out of his view.

"We need not break anything," Thor reasoned.

_**"The war god playing peace maker. These are truly strange times."**_

"He's got ya there, big guy."

Klaue, who had been busy gather the rest of the vibranium, appeared from the lower deck, a large gun in hand. "Haha. It's funny, eh Stark. Being here is comfortable, yeah? Like old times."

Tony glanced at the crates labeled Stark Industries all around and shook his head. "This was never my life."

"If you believe in peace," Thor said with raised eyebrows, "then let us keep it."

_**"I believe you're confusing peace with quiet," **_Ultron countered.

"You can still walk away from this alive, Klaue," Steve said. "You're aren't who we're after today."

"Oh, I will, Captain. 20 million dollars richer!"

_**"Captain America, America's star spangled mascot. If I ever see a bigger disappointment and waste of money and effort, I'll let you know."**_

"Yeah huh. What's the vibranium for?" Tony asked.

_**"I am glad you asked that. I've prepared a lengthy monologue that goes over all the details of my villainous plan." **_He chuckled and jerked his hand back. A powerful magnet built into his hand attracted Tony's armor, Thor's hammer and Steve's shield, sending flying toward him. Steve and Thor fell to the floor, while Tony was blasted into the wall behind him.

Pietro and Wanda jumped into action, only to be intercepted by a field of drones appearing from the lower deck. Ultron and Tony engaged each other, followed by Thor as soon as he recovered.

"Get the vibranium and Klaue!" Steve bellowed.

Klaue fired several rounds before sprinting off at full speed. "Klaue!" T'Challa yelled as he leaped in from the shadows and kicked him to the floor.

"Panther! What are you doing here?!"

"Stopping you, as I've always done." He produced a pair of vibranium knives and stalked toward him. Natasha came up behind him, a pair of guns in her hands.

"It's over, Klaue. Come along quietly, and you won't get hurt," she said.

He answered by peppering where they were standing with bullets. They both managed to leap out of the way in time, but neither of them were in a position to stop him.

Jessica swooped in from above and fired a venom blast that punched through Klaue's arm at the elbow. He screamed and clutched the severed limb. Blood sprayed all over the floor.

"Oops, sorry," she said with faux sadness. "Guess you needed that. Ah well; least you have an shiny new back scratcher."

A group of drones tried to gather up the crates, but the team was on them in a hurry. They fell quickly; however, one of the last ones ejected several metal balls that dispersed a white gas into the air. "Look out! Don't breathe it in!"

Janet and Scott managed to duck down to the lower levels, but the others breathed it in. Immediately, it was obvious that the gas had done something to them. They all looked dazed, as if in a trance.

Ultron chuckled and grabbed four crates and flew topside, flanked by the remaining three drones, each carrying two crates themselves.

"Hey, Ultron's getting away!" Scott yelled. No one moved, or even seemed to have heard him. "Uh, guys? Ultron? Getting away? Right now? Tons of vibranium?"

"What's wrong with them?" Janet sighed heavily and tapped her comm. "Wasp to quinjet, we have an issue."

Luke responded. _=We see Ultron on deck. We're handling him as best we can. Where is everyone from down there?=_

"Still here, but…" she trailed off and glanced at Steve and Natasha. It seemed like they were in a trance, aimlessly walking around the deck. "I don't know. They were hit with some kind of gas that's got them in a spell of some kind."

* * *

He shook his head and cursed. "Fine. Stay there and make sure nothing happens to them. We'll handle Ultron and meet up later."

_=Got it.=_

The plan had gone to hell. Everyone but Carol and Bruce was on the top deck to face off with Ultron. "I don't know what you did to the Avengers," he said, balling up his fists, "but it won't help you. You still got us to deal with, and we got you outnumbered."

_**"I seem to recall you having me outnumbered the last time we faced. Remind me, how did that go again?"**_

"Only because you got the drop on us," Jen retorted. "This time we see you coming."

_**"All I see are a bunch of idiots talking and not doing anything."**_

The team lunged forward and engaged Ultron. As they feared, he was more than capable of holding his own. He seemed to know exactly what was happening all around him at all times. He dodged attacks, tanked blows and answered with his own devastating attacks that left them reeling.

"Damn it, he's too strong!"

_**"Heheh. Not so confident now, are we?"**_ Suddenly, a white beam of light pierced through his chest, then more through both arms and his midsection. _**"What?!"**_

"Hi. Remember me?" Monica smiled and fired another barrage of blasts to keep him off balance. "I'm the one you had to sneak attack like a bitch to take out of play."

Pieces of Ultron were falling off with each blast. He flew around the ship to avoid her, but she was too fast. He collapsed in a broken heap on the deck. His eyes were barely lit and he could only crawl away.

"Any last words?" she asked as she loomed over him, a white glow around one finger.

He managed to laugh. _**"I can hurt them. I can even kill them. But, for now, I'm going to tear them apart… from the inside."**_

Her final blast tore through his upper body, leaving nothing but his legs. "But I can tear you apart from the outside."

"Damn."

"That was too easy," Bucky said. He shouldered his rifle and kneeled down to check out what was left of Ultron.

"Duuuuude," Peter drawled, "you're not supposed to say that."

"Say wha–"

"_**RRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHH**_!" A drone, or the crumpled remains of one, flew out of the open hatch of the quinjet, followed quickly by the Hulk.

Bucky stood and quickly moved back toward the group. "Oh."


	26. Dark Sides & Hidden Fears

_**Dark Sides &amp; Hidden Fears**_

_Tony was back. Back to the place he feared the most. Deep down inside, in the most secretive, hidden away corner of his psyche; the small little corner he told no one about. The place where he __hid __all of his fears. _

_Space. The dark, vast expanse where everything seemed small and insignificant. Small balls of light twinkled brightly in the extreme distance. They appeared so close, yet were so __far __away. _

_The Chitauri space whales glided through the empty expanse, mere yards above him, with all the grace and magnanimity of sea whales. There were dozens upon dozens of them, easily numbering into the hundreds. All of them heading for the same place, like a school of migrating fish. That place was Earth._

_Tony himself stood on an asteroid. He held no need for air, and that fact didn't seem to disturb him. He turned away from the space whales and came across his team. His friends, scattered across the asteroid. Bloodied. Broken. Dead. Their weapons laid shattered near their broken bodies. Indestructible weapons crumbled into pieces._

_Before him, yards in the distance, was a golden hover-chair. Its back was facing him, so he couldn't see who was sitting in it. He took a step toward it, then another._

_"Tony," a weak voice called out to him. It was Steve, barely clinging to life. "You… you could have saved us," he mumbled quietly. "You could… ha-have done more…" His hand shot up in a burst of strength and grasped around his collar. "Wh-why didn't you save us?"_

_His hand went limp and dropped to the ground._

_Tony watched the life drain from his eyes passively, then turned back to the chair. It had turned around and its occupant became visible to him._

_Thanos._

_There was a golden gauntlet on his left hand. Embedded within that gauntlet were six gleaming gems._

_Tony could feel the power of this being and those gems beat against him, penetrating his very inner being. It was impossible to stand up against._

_Tony stumbled back and fell to the hard stone beneath him. At that time, he watched Thanos stand from his chair and almost casually walk down the steps leading from it to the stone platform where they both were._

_"Anthony Stark," he said. His voice was powerful, echoing through the dark expanse around them. He didn't say another word until he was within a few feet of the paralyzed Tony. "You have failed."_

_His victorious grin and the impossibly bright glow of the gems were the last things Tony saw in this life._

* * *

_The Stork Club was buzzing with life. Men and women in the fanciest clothes were filing in and out. The lights were dimmed and the band was playing the liveliest tunes of the day. And why not? It was a special occasion. The war was over. The Allies had won and the world was safe from Hydra and the Axis Powers. _

_No one was more relieved to see an end to Hydra than Steve. He had nearly __given __his life for the freedom of the world. He was fully prepared to sink the Red Skull's plane into the ocean to stop it from destroying the eastern seaboard with its Tesseract based weapons. At the last minute, though, he was spotted a strip of land in time and was able to land it without any trouble. _

_Steve glided smoothly through the thick crowd. It was 8:01 on a Saturday. He had a date._

_And there she was. A sea of brown hair curled at the end, but otherwise resting on her shoulders. She was clad in a long, flowing blue dress that, even though he was loathe to admit that he looked, clung to her curves. Her lips were curled into a smile when she noticed him. "You're late," she announced. _

_He smirked and moved to hold her close. "Couldn't call my ride."_

_She matched his smirk and escaped his light grasp, only to grab his hand and usher him to the dance floor. "I believe you owe me a dance."_

_"I believe you're right."_

_Peggy looked so divine. So perfect. He allowed himself to be taken to the dance floor, then took her hand in his. His other arm delicately touched her back. _

_As they began to move and sway with the music, he felt himself finally relax. This was what he wanted. Peggy in his arms, the world at peace. This was his perfect life. There wasn't anything that could make this any more perfect. _

_"The war is finally over," she whispered in his ear. "We can go home now."_

_His smile could have lit the room by itself. "It would mean the world to me if you were with me." Before she could respond, there was a man dancing with a woman beside him. _

_"Hell of a night, huh?" he said to Steve._

_His voice sounded familiar, but his face was drawing a complete blank. "I… do I know you?"_

_The man frowned, as if trying to place Steve face himself. "No, don't think so."_

_Steve nodded, then slipped his hand from Peggy's grasp to shake his. "Ste–" Before he could finish, the man was gone. Simply vanished into thin air. Even the woman he was dancing with was gone._

_Steve flashed a bemused frown. _

_"Steve, is something the matter?" Peggy asked._

_His frown lingered for a scant moment longer until he attention returned to her. "No. Not a thing."_

_Perfect._

* * *

_If there was one thing that Asgard knew how to do, it was throw a party. Wild masks and long flowing dresses were a common theme in the ballroom of the royal palace. Odin, Frigga, Thor, Balder and Loki were honored guests. Sif, Fandral, Hogun, Volstagg, Amora and Brunnhilda all sat at the table with them, adorned in their finest garb and all laughing heartily at the tales of times long past. Food was displayed from one end of the lengthy table to the other. Hundreds of people were crowded within, all singing and dancing and laughing. _

_Thor glanced from one end of the room to the other. People were happy, laughing and at peace. Loki, his beloved brother, was at his side. His family and friends were all congregated together. No one was fighting. There was no strife or struggle. Asgard was at peace._

_Suddenly, however, Thor was grabbed from behind and lifted from his place at the table. It was Heimdall. "What is the meaning of this, Heimdall?"_

_Heimdall gripped his arms tightly, but caused no discomfort. "Hail the Son of Odin! Slayer of gods and protector of mortals! He who will bring the universe low cometh!"_

_"Heimdall?" Thor looked to his father, seeking someone to help him make sense of Heimdall's words. But, he father was nowhere to be found. Neither was his mother. Instead, Loki and Amora sat in their places, draped from head to toe in regalia. "Loki?"_

_"Hail the Son of Odin! Slayer of gods and protector of __mortals__! Fear, for he who will bring the universe low cometh!"_

_Thor ripped himself from Heimdall's grip and immediately snatched Loki off of their father's throne. "Loki! What is the meaning of this?"_

_Loki regarded him nonchalantly. "The end."_

_He opened his hand, and six shining gems floated out of his grip and into the air. Six gems._

_Power._

_Time._

_Space._

_Reality._

_Mind._

_Soul._

_Six gems, six facets of godhood. _

_"He who wields the six shall become the one above all."_

* * *

_The year was 1944, in the USSR. Natalia Romanova was the latest, and possibly greatest, graduate of the Red Room, Hydra's Soviet spy program. She had already been given the Infinity Formula, a serum designed to give her peak human abilities, as well as stunt her aging process until it was nearly nonexistent. She would be forever in the prime of her youth, incapable of succumbing to ravaging effects of time._

_As with all graduates, it was time for her graduation ceremony. Like all Black Widows before her, it was time to ensure that she was 100% focused on her missions. Distractions led to mistakes. Mistakes led to failure. Failure led to punishment. Black Widows knew what their punishment consisted of. It was a hundred times worse than anything they faced during their training._

_Natalia stood in the dimly lit hallway outside her quarters. She faced the wall, eyes scanning her latest evaluation. She had passed with flying colors, as usual. She was hoping to be passed over. She had heard stories of procedures gone wrong and Black Widows dying from complications. _

_She didn't want to die. She wanted to live, so she could serve the Red Room for the rest of her life._

_Alas, it was not to be._

_"Natalia," the clipped, stern voice of her instructor rang from behind her. "It's time."_

_She felt her heart rate jump. "Da."_

_She could hear a gurney being pushed down the hall, gradually getting closer. "It's time to find your place in the world, da?" she asked in perfect English, with only a hit of an accent._

_She shuddered and closed her eyes. "We have no place in the world."_

_"Da."_

_A hand clapped over her face and pulled her down onto the gurney, where she was strapped in by her wrists and ankles. Doctors clad in white hovered over her, pushing her into the operating table._

_She passed by many rooms on her way to her graduating ceremony. Training rooms, living quarters, and the ice chamber for him. The Red Room's assassin and the Fist of Hydra. The Winter Soldier. She saw his face behind the frosted glass of his cryochamber. She knew that that was how they kept him young. _

_She wondered why they didn't give him the Infinity Formula. She didn't wonder long, as a breathing mask was being slipped over her nose and mouth. Her instructor, blonde and stern, hovered over her while they turned the anaesthesia on. "When you awaken, you will be a Black Widow."_

_Her last image before falling asleep was the doctor placing a metal pan on the table beside her, and pulling a large scalpel from his bag._

* * *

_She had a fascination with snakes. That was one of the prevailing thoughts Jessica Drew had when it came to Madame Hydra. The teeth, the nickname - Viper - the personal bodyguards that followed her whenever she went somewhere in public - the Serpent Society - it all led to Jessica believing that Madame Hydra was an avid snake enthusiast. And that was just fine. She herself held an affection for spiders._

_Hydra was, above all else, family to her. It was the only home she had ever known. Viper had become a mother to her. Baron Strucker was like her distant, but still loving father. Of course, they were both stern, but they cared for Jessica all the same. This was a lesson that she had had trouble coming to grips with._

_Viper's treatment of her subordinates was similar to a dictator. She ruled over them with fear and intimidation. She wasn't very physically imposing, but she presented herself in a way that made people very fearful of failing her. _

_That was another lesson Jessica had to learn the hard way. _

_Viper didn't accept anything less than absolute obedience. When she said jump, she expected people to ask how high. When she said run, she expect people to ask how far. When she said kill, she expected people to ask kill who._

_Jessica had just been told to kill. Kill who? A small five year old girl who witnessed a Hydra operation. Viper knew that the feds wanted the girl to testify against the agents that had been apprehended, as it was her testimony that was the line between them seeing freedom or a prison cell. Obviously, Viper didn't want that to happen._

_The gun felt heavy in her hand. It wasn't the first time she had held one; just the first time since she had gotten her powers six years ago. Jessica was eighteen, and she was staring a girl thirteen years her junior in the eye._

_The girls face was red and puffy from the tears that had been constantly shedding for over an hour. Her face was sweaty from struggling to free herself from the leather straps that held her in place in a metal chair. "I want my mommy!" she screamed from the umpteenth time. _

_Viper grinned, bearing her fangs, as was her wont to do. "Oh, but little girl, you are home," she hissed quietly. "And," she made like she was looking at a watch on her wrist, "it is far past your bedtime. Time to go to sleep." _

_She nodded at Jessica, who nodded back._

_Saying that Jessica was afraid to take a life would have been false. She had killed many people in her short existence. It was just that none of them were this young, not even close._

_The girl had glimmering green eyes and long black hair. She, in a not insignificant way, reminded her of herself. Of her innocent youth. The youth that had been phased out in preference of how she was now. _

_"Mommy," she girl whined._

_Jessica grimaced and placed the barrel of gun to her forehead. They locked eyes. She could see the fear bleeding out of the girl's. Jessica regarded her calmly as she fingered the trigger._

_-__**BANG!**__-_

_One shot sent gray matter, blood and bits of skull spraying across the floor. The girl's head snapped back, then rolled forward, where it nodded to a stop._

_"Clean this up," Viper ordered._

_Jessica handed an agent the gun, happier to be relieved of it than she wanted to admit. _

_"You did well, my dear," she said as she slithered around her and clapped her on the shoulder._

_"Thank you, Madam," Jessica replied, beaming at the praise._

_"Come. We have much work to do. Hail Hydra."_

_"Hail Hydra."_

* * *

_The war had begun. The often prophesied race war between humanity and mutantkind. Magneto and his forces stood against the humans and theirs. The two armies clashed in a lengthy and hellacious battle, one that saw losses on both side. _

_For the first time in history, mutantkind was united against a common threat. X-Men and Brotherhood fought side by side for the good of mutants everywhere. Petty rivalries and differences were set aside for the time being. The past was forgotten in an effort to ensure the best possible future for their race._

_Well, all mutants were united except for two. Wanda and Pietro Maximoff. They, as they had for years, stood at the side of the Avengers, trying to bring the war to a peaceful conclusion. For this, they were roundly branded as traitors. Magneto gave them no mercy, just as he said he would. _

_For as much power as the Avengers had, the mutants had that much more on their side. Hulk, Thor, Spectrum and Iron Man found themselves outnumbered by the dozens of Omega level mutants that finally saw fit to come out of hiding and show themselves. _

_The tide slowly turned in favor of the mutants. One by one, the Avengers fell. Without their power to support them, the humans were gradually wiped out in swaths. _

_"The war is over, brothers and sisters!" Magneto roared over the crowd of thousands of jubilant mutants. "Mutants have taken their rightful place in the world! Rejoice! For our time is now!"_

_What humans that remained were taken to concentration camps to be either kept prisoner or sold into slavery. The non-mutant heroes had all been slain, so there wasn't anyone left to mount any kind of resistance. _

_As for Quicksilver and Scarlet Witch, they were brought before Magneto and the Brotherhood on Genosha, bound with chains. They were dropped on their knees before __their __father._

_"For your treachery and betrayal," he stated decisively, "I sentence you __both __to death." He nodded to Jean Grey, who placed her hand on Pietro's head._

_"NO!" Wanda screamed, but to no avail. Pietro grunted softly before falling to the floor. _

_She felt his life fade from her senses. With his death, her heart tore itself in half. Tears fell freely down her cheeks. "P-Pietro…"_

_Jean moved over to Wanda, but Magneto stopped her. "Wanda," he said, "this is your one and only chance. Join the mutants, or join your brother. What say you?"_

_"I say…" She had no one in this world. Her one family, the man she loved more than anything, was gone, lying face down a foot from her. The connection, to his frenetic, frenzied spirit was severed. She felt only tangible silence, and it scared her, because she was finally alone._

_The void deep within her was insatiable. It swallowed up any feelings of compassion, empathy, mercy or forgiveness that she prided herself on feeling. All that was left was a deep, burning hatred. Along with it a mixture. For once, her mutant hex abilities and her chaotic affinity met and merged together in a terrifying harmony. _

_Her tear streaked eyes rose and locked on his, hatred permeating from them like a thick, choking smoke. What say she? "No more mutants."_

_A flash of white light, bright and blinding to all that saw, swept across the planet. All that was left was deafening silence._

* * *

_The ocean was mostly empty. What life that did live there was at or near the surface. A shame. The shockwaves were felt by everything in a one hundred and fifty mile radius. The energy output produced by a one hundred and seventy-six pound man moving at four thousand miles per second was cataclysmic. _

_Pietro Maximoff didn't notice._

_His molecules vibrated at the right frequency to allow him to pass through the air's friction unhindered. That, combined with his Stark Industries body armor, protected him from the flash boiled sea water. His goggles compensated for his vastly distorted perception. He manipulated his static charge so he could navigate by the planet's magnetic fields. _

_He was running currently at fourteen million, four hundred thousand miles an hour. That was two percent of light speed. For anyone, that would have been tremendously, impossibly fast. For him, it was a like a light jog. _

_He had always been fast. When he first discovered his powers as a teenager while saving his sister from angry villagers, he broke the sound barrier. Almost broke Wanda's neck in the process. His training with Magneto saw his top speed ascend into the hundreds of Machs. His training with the Avengers saw it skyrocket past the speed of light. Since the beginning, he had never known what his limits were. He never bothered to find out._

_Super speed brought with it certain downsides. Outside of the obvious ones - such was the collateral damage produced by the energy output he exerted - there was the perception. His brain perceived the world and processed information faster than anyone could possibly imagine. As such, everything around him slowed to a crawl. The faster he went, the slower everything became, until it all just stopped moving. _

_More often than not, the Avengers were a bunch of statues during missions. He had his objectives, given to him by Captain America, and he would complete those at his leisure while everyone else literally stood around. Once completed, he would spend the rest of the mission running around from teammate to teammate, making sure nothing happened to them._

_That was his role, and he had no choice but to accept it. _

_Even at his slowest, the others looked as though they were moving in slow motion. It drove him crazy and was the sole reason why he was so irritable. They just moved too slowly for his liking._

_Bruce approached him and offered to help with his perception problems. Yoga and meditation, as it was, helped greatly to slow down his perception, to the point where the others weren't moving quite as slow. Anything to stop him from being a jerk, he would do. _

_For a long while, it worked. Until one day, it stopped. He couldn't slow his brain down, no matter what he did. Everyone was a statue to him, no matter how slow he went. Even walking at a leisurely stroll resembled a walk through an art museum. _

_Beside the people, animals and debris, small balls of light floated stationary in the air. _

_His current speed was fourteen million, four hundred thousand miles an hour._

_His brain was perceiving his surroundings at nine hundred million, eight hundred and ninety-seven thousand, six hundred and four miles an hour – well above the speed of light. He was perceiving the world faster than light could illuminate it. In short, he was in complete darkness. _

_He was dark, cold and alone. And afraid. If he stopped running, then he didn't know what would happen, so he didn't. He didn't stop running because he was afraid that there was nothing to help him. _

_They said speed killed. Whoever said that didn't know how right they were._

* * *

"Any last words?" she asked as she loomed over him, a white glow around one finger.

He managed to laugh. _**"I can hurt them. I can even kill them. But, for now, I'm going to tear them apart, from the inside."**_


	27. Code Green

_**A/N: **Jeez, I'm really sorry for the super long wait. Work has been taking up the bulk of my time and energy. But I'm back now with a new chapter._

* * *

_**Code Green**_

Hulk's roar thundered throughout the landscape, echoing off into the distance. He growled and stalked toward the New Avengers.

"The hell's his problem?" Bucky asked Jen as he loaded adamantium rounds into his rifle.

They watched him twitch and grab at his head, as if something was buzzing around it. "Bruce?" Jen called out.

He growled and roared irritably at her.

She sighed and walked cautiously toward him. "Hulk, what happened?" she tried a second time.

He replied by punching her hard enough to rock the entire ship and knock the others to the deck. Jen went flying clear out of the shipyard and well into the nearby city. They could hear her crashing through several buildings before thudding into the street some twenty miles away.

"Jen!"

"Christ. Think that robot did something to him?" Bucky asked, nodding his head toward the crumpled remains of the Ultron drone.

Before anyone could answer, Hulk roared and exploded toward them. He shoulder checked Val into Bucky, and they both went flying into the water. His fist waved passed Danny, who countered with a chi enhanced punch of his own.

It landed solidly, but Hulk didn't budge. He tried to grab Danny, but he managed to flip out of the way.

The team moved to surround him, the strongest ones right in his line of sight. "Now, just stay calm, big guy," Monica said soothingly. "We not trying to fight you."

Hulk looked at them, somewhat confused, before roaring and beating his chest. "HULK SMASH!" His fist slammed into the ship, creating a sizable dent in the deck and sending everyone to the ground. He then leaped off the ship, in the same direction he sent She-Hulk.

"Dammit!" Luke tapped his comm. "Cap, we got a problem up here. Banner's extra pissed off today and heading to a populated city."

_=…Peggy…=_

Luke quirked an eyebrow. He couldn't have heard that right. "What? Cap! Hulk's on the loose. We need y'all up here pronto!" Other than soft muttering, Steve didn't answer. "Dammit, what's going on down there?!"

_=Ultron sprayed them with some sort of hallucinogen,=_ T'Challa answered. _=Almost everyone down here is in a daze.=_

"What?" Luke cursed silently and took a glance at the city. Monica and Rhodey were already headed that way. He hoped that they were going to be enough to stop Hulk, but he doubted it. "Is there anyone else besides you not in a daze?"

_=Wasp, Mockingbird, Hawkeye and Ant-Man. We are working on getting everyone else out.=_

"Right. And we'll try to contain Banner for now."

* * *

"Right. We will be out to help when we can." T'Challa turned and helped Clint corral the Avengers in a more manageable group. "Alright, let us get them to the quinjet. Are they at least responsive?"

Clint touched Natasha's arm, and jerked it away when she snarled and lashed out at him. "I'd say so."

He frowned. Steve kept mumbling 'Peggy' to himself, Tony seemed to be frozen stiff, Natasha was lashing out at everyone who happened to be near her, Thor seemed to be dazed and confused and Jessica was curled in a ball on the floor. He didn't know what Ultron sprayed them with, but it seemed to be having different effect on each of them.

Bobbi appeared from the lower deck. "Ultron didn't get all the vibranium. We got make sure that what he left with is all he gets."

T'Challa nodded. "You and Hawkeye stay and make sure no one else attempts to steal some in the confusion. The rest of us should be enough to get everyone onto the quinjet."

Clint and Bobbi nodded and headed back down below, armed with their respective weapons.

T'Challa tapped his chin. Natasha was at least responsive, but clearly wasn't cognizant of where she was. She might have gotten violent if forcibly moved from one place to another. The others shouldn't have been a problem, but he wasn't completely positive.

"So, how you wanna do this?" Janet asked. "Whatever we do, we should do it fast. I don't know when Ultron is going to be back for more."

He nodded. "We should –"

"Wait," Thor said groggily. He shook his head vigorously for a moment. "I am well."

"Thor? What the heck happened to you guys?" Scott asked incredulously.

"Ultron attempted to tamper with my mind." He flashed a dim imitation of his trademark godly grin. It was lacking in the usual confidence that made it so infectious. "Fortunately, I am mighty."

T'Challa had a skeptical look beneath his mask, but sought no argument with the demigod. "The Hulk is on the loose in Durban. There are almost six hundred thousand lives in danger."

"I shall away to subdue the beast." With that, he summoned Mjolnir to his hand and quickly headed up to the top deck and flew at speed toward Durban.

It seemed that the others were beginning to shake off the effects of the gas. "What's going on?" Tony asked drowsily.

"Hulk is on a rampage, Thor went to subdue him," Janet explained. She draped his arm around her neck and helped steady him with her other arm around his waist. "Are you good to walk, because you are really heavy?"

Tony stood up straight. "I'm better than good. I got this." He wobbled slightly, but managed to regain his bearings. Even still, he seemed to be still out of it

"What?" Janet gently grabbed onto his arm to steady him. "You need to head to the quinjet, Tony. We don't know what that was that Ultron's sprayed you guys with, but you're really out of it right now."

"Yeah. Last thing you need to be doing is fighting the Hulk," Scott agreed."

Ignoring her and Scott's sensible arguments, he gently shoved Janet away and headed back the way he came in. "Cap, call Thor off. I'm heading in. Jarvis, call in Veronica."

_"As you say, sir," _Jocasta replied.

"Tony, you're not –" Steve tried before Tony rocketed out of the ship after Hulk. "Dammit. Thor, heads up. Tony's incoming with something to help with Bruce."

_=Aye.=_

"Cap, you guys good? We need to get the people in the city out of the way," Scott asked.

"We'll be fine. Quicksilver, go ahead and start get people evacuated."

Pietro didn't move right away. He didn't make any movement toward the door for a full half minute; when he did, it was a casual, almost dazed gait. "Right."

Steve frowned but said nothing more to him. "Everyone else, get to the quinjet on the double."

The team, except for Clint and Bobbi, marched quickly out of the ship and piled into the quinjet. Carol lifted off and headed for Durban. Below Pietro had only just then reached the docks and was slowly making his way toward the city.

Steve noticed him from the window and deepened his frown. Whatever Ultron's gas made him see had him shaken badly.

It wasn't hard for Thor to find Hulk within the screaming city and thick, blinding cloud of dust that had been kicked up from his rampage. The emerald giant was heaving cars through buildings and roaring at the innocent bystanders that were running for their lives. "Hulk, stay your hand at once!" Thor bellowed.

Hulk roared and hurled a tractor trailer at him.

Thor dodged it easily and watched it sail into the horizon. "Hulk, think! These people are not our enemies!"

"Hulk… HULK SMASH!"

Thor didn't know what was wrong with Bruce, but he did know that he needed to get the fight out of the city as quickly as possible. When Hulk leaped into the sky after him, Thor moved out of the way easily, then grabbed his arm. With a twirl of Mjolnir, he took off northeast toward the African savanna. It was the only place nearby devoid of human life.

_=Thor, stand down. I got this,=_ Tony chirped into his ear.

Thor frowned and glanced around, and faltered when he noticed Tony flying after him with several large objects following after him. "Tony, what are you doing?"

_=I said I got this! Stand down!=_

Thor slowed his flight some to confront Tony. While he still had a tight grip around Hulk's arm, the momentary pause let him regain his wits. He ripped his massive arm down, sending Thor sailing downward and crashing through the street.

Hulk landed near the crater with a thud, creating a crater of his own.

The objects that had been following Tony landed on the ground and assembled together into a massive Iron Man armor. Tony slipped inside. "Alright, I need everyone to back away. Big guy, I need you to stand down. You're too strong for this. You're too smart. You're Bruce Banner."

Hulk roared angrily.

"Right, right. Don't mention puny Banner." Inside the Mark 44 - aka the Hulkbuster, aka Veronica - the HUD was three times the size of his normal Iron Man display. Not just because it was a bigger armor, but because there were nearly two dozen sensors all around the armor each feeding information to his helmet. Included in this was an array of gamma radiation sensors that were capable of detecting even the most minute traces of gamma radiation. The range was fifty miles at the moment. Not that the full range was necessary; his target was twenty yards away from him.

"Not gonna stand down?" Tony could see that there were still people running for the nearest safe places, so he didn't attack right away. A fight between his armor and the Hulk was going to tear the city apart; he needed to get him out and into a secluded area. Probably should have let Thor do that.

Tony wanted to stall, but Hulk didn't. He roared again and charged at full speed toward Tony. His massive green fist exploded forward and contacted with the armor, sending it flying into an abandoned bus some yards away. The large public transit vehicle was absolutely destroyed by the force of the collision, and Tony didn't stop until he was tumbling a stop a few yards away from its back end.

Tony groaned and rose to his feet. "Really? Didn't even wait for the bell to ring," he grumbled. Hulk was preparing for another punch, but Tony caught his fist and pulled him in close, only to blast him away.

Hulk crashed through a man's fruit kiosk - luckily, the man saw him coming and got away in time - and tore a trench through the street until he come to a stop.

"Just stay down, buddy," Tony tried to reason, but received a flying car as a response. He caught it and gently set it down right before the three occupants inside jumped out and scrambled for safety. "Alright, that's it."

He rocketed forward, the multitude of repulsors on his feet and back propelling him at high speed. He grabbed the Hulk's head when close enough and slammed him into the pavement to run him through the street while flying to a safer place. "Sorry, buddy."

Hulk had other ideas. Grabbing onto Tony's arm, he yanked himself up and booted Tony through several buildings.

Tony bounced off the street and crashed to a stop against a taxi cab. He groaned loudly and struggled to his feet. "Alright. So that didn't work. Duly noted. Damage report?"

_"The chest piece has sustained 69% damage,"_ Jocasta reported. _"Proximity alert."_

"Proximi–" Suddenly, a lamp post was stabbed completely through his right arm. "Really, in the back. Dick move, Banner." He whirled around before Hulk could grab him and fired a blast that knocked him back. He kept firing with his good arm to keep him back long enough for repairs. "Hey Jo, give me a hand, would ya."

High above the battle, the Mark 44 launching platform hovered quietly. A new arm was detached from its station and rocketed down to the battle.

"Any day now, Jo!" The Hulk was getting angrier by the second, and was more and more able to advance forward in spite of the full power repulsor blast bearing down on him.

_"Incoming. Preparing for arm reattachment." _

The damaged arm detached and fell to the ground with a metallic thud. The new arm attached itself in its place and was recognized by the arm. Just in time, as the Hulk had finally broken through the endless repulsor stream and was preparing to punch him again.

Hulk's fist blurred forward and Tony's fist blurred to meet it. The collision of the two titanic forces created a shockwave so powerful, that it tore the pavement under them part to the dirt it was paved on, knocked parked cars back several dozen yards and blew out every window in a four hundred foot radius.

A massive cloud of dust and debris filled the streets, blinding and choking everyone.

Tony and Hulk stood their ground, pushing against the other in an attempt to knock him over. The pressure from the struggle, combined with Hulk's ever growing strength, was beginning to compromise Tony's fist. _"Sir, armor integrity is at 64%."_

"Damn it." With a click, the armor's fist retracted into its arm, trapping Hulk's arm. Rocket boosters activated and carried them both into the air.

Hulk thrashed and bucked like a wild animal, but he remained stuck.

_"Sir, this is highly inadvisable,"_ Jocasta warned.

Her words fell on deaf ears. "Empty building right there." Tony flew toward a skyscraper that was still in the middle of construction. His scanners indicated that it was empty and that there wasn't anyone within the general vicinity.

He pushed his thrusters to full capacity and rammed Hulk through the building from top to bottom. The rumble of the building collapsing was deafening. Debris rained down on the street below, filling them with a cloud of dust and rubble that choked off anyone who was with five hundred feet.

Within the rubble, Tony's armor emerged and stood tall. _=Tony, what the hell happened?!=_ Steve yelled into the comm.

Tony winced. "Everything's cool, Cap. Hulk just had a little spill." More like a big spill. This was going to cost a couple hundred grand to repair, at least. Not to mention the hundreds of workers he just temporarily put out of work.

_=Cool? You just destroyed a building during a fight in a populated area. Damn it, we're supposed to be better than this, Tony.=_

Tony sighed. He was right, of course. And he didn't have it in him to argue. Actually, he didn't know why he let it get this far out of hand, or even tried to take him on by himself. On any other day, he would have fought him with Thor to take him down quickly.

So, what was so different about today?

His thoughts were interrupted when a green hand shot out of the rubble and tore his left arm off. Tony yelled and tried to whirl around, but Hulk emerged and used the arm as a bat to smack Tony through another building.

Before he could even wonder what was going on, Hulk, beyond seething at this point, was on top of him and pulling pieces of the Hulkbuster armor apart by the handful. Triple reinforced gold titanium alloy might as well had been tin foil for as much resistance as it provided.

_=Tony!=_

Janet's cry managed to pierce through the sound of metal being torn apart and jolted him out of his terrified trance. There was nothing left for him to do. He gave it his best shot, but if he stayed, he was going to be killed.

He detached himself from the lower half just as Hulk started on that end and rocketed away to safety. "Alright. That didn't work."

Hulk roared angrily and slammed his fists into the ground. The shockwave moved the earth beneath him with the intensity of a 10.0 earthquake. The ground split open, massive fissures cracking open for dozens of miles in all directions. Every building in the city rippled as if built on turbulent waters and fell apart. Nearby cities were shaken to their foundations; some buildings crumbled apart, burying the terrified bystanders in tons of rubble. The streets of Durban were filled with debris; unfortunately, the innocent bystanders that were still trying to get away weren't able to and we're caught up in the wave of absolute destruction.

Meaning all of them. There was no escaping the magnitude of the Hulk's unfathomable strength.


	28. Aftershocks

_**Aftershocks**_

Outside of the occasional rumble, the city of Durban was silent. Those that had been in the city during the fight had been covered in debris and rubble. Most didn't make it out unscathed, but they all were alive. The same couldn't be said for civilians.

Dead bodies, dusty and bloody, lay either on top of the wreckage or buried within it. There wasn't a single building standing withing three hundred miles.

Steve stood stock still in the middle of the devastation. To his right and left, Avengers were pulling their teammates to their feet and helping them to the quinjet. In front of him, Thor and Monica were finally able to subdue the Hulk. Behind him, Tony stood silently with his back to everyone, watching the violent waves crash against the ship they had been in just minutes earlier.

Undoubtedly, a tsunami was approaching and would wash away whatever was left. Danny checked, there were only a handful of people still alive, and they were buried under hundreds of feet of rubble. Some were digging them out, and making good headway. T'Challa already swore that he would house any survivors in Wakanda.

How did this happen? Why did it happen? Hulk had fits of anger before, and the results - while devastating in their own right - were _never_ this bad. Why was this time different? Why was he so angry this time? Only time would tell, as it was going to be a while before Bruce woke up.

Rhodey touched down, Jennifer's limp body in his arms. He handed her off to Bobbi - she and Clint left the ship once the earthquake ended - and turned to Steve. He faceplate slid up, revealing his usual grim expression. "FEMA is en route," he reported. "Shouldn't be long."

Steve just nodded silently. His outward expression was stoic, aloof even. Inwardly, he was killing himself. There was nothing he could have possibly done to stop this from happening, but it was still his responsibility. Hulk was his responsibility. Everyone on his team was. Their actions reflected directly on his leadership. Every time Hulk went off, people died. He should have been more forceful with Tony trying to stop him on his own. He should have sent more people.

He could have done more. He didn't, and hundreds of thousands paid the price.

"Cap?" Clint called out. "Damage Inc. just called. Cooper wasn't happy."

"Is she ever?" he asked humorlessly.

"We need to get outta here. Military's probably gearing up to take Bruce down after this."

After Stamford, everyone had been on edge about superhuman collateral damage. No one caused more damage than the Hulk. He was going to be at the very top of the list of people the government wanted taken down. Permanently.

"He is right," T'Challa agreed. "I can send several crews to help with search and rescue, but Dr. Banner cannot be here."

"None of us can."

Steve sighed deeply and nodded. "Alright. Fall back to the quinjet."

Reluctantly, those that had been digging through the wreckage and pulling bodies out halted their work at Steve's decree and headed back to the jet. Long faces full of disappointment and shock sat on each of their expressions.

He couldn't blame them.

Steve was about to board himself when he noticed Tony was still outside. He back was still to the others, but he was facing what was left of his super armor. Steve was surprised that he had managed to build it without any of them knowing. It was likely at the behest of Bruce, ever diligent in his search for Hulk-proof contingencies. This one, like all the others, failed. "Tony, it's time to go."

Still within his armor, Tony turned and wordlessly boarded the jet.

"Back to the tower," Steve told Carol once everyone was seated. He noticed that she was shaking, badly. He frowned and started to touch her shoulder, but stopped himself.

"Ross will be waiting," Clint said. "You know he's just chomping at the bit to take Bruce down after this."

Steve didn't even bother cursing. He just nodded. "Where to, then?"

"Wakanda," T'Challa said. "I can give Dr. Banner asylum, plus we need to plan our next move against Ultron."

"Sure he won't attack again?"

"He has taken all the vibranium he could from my mines. He has no other reason to attack."

Steve nodded at him first, then at Carol.

Other than the soft hum of the jet engines, the cabin was completely silent. Everyone was caught up in their own thoughts – either trying to wrap their minds around what just happened or trying to sort out what they say in their drug induced hallucinations. Steve could easily see that he was the only one with a halfway pleasant one. Though, he was sure that if he thought about it, he would realize that it wasn't as pleasant as he thought.

He occupied his mind with other things.

Ultron was prepared for them, as usual. As usual, he was two or three steps ahead of them, and that lead was only growing. He was as smart as their smartest members and three times as ruthless. He wasn't hampered by things like human emotion and a conscience, despite Pym's best efforts. He was cold and logical, the perfect killing machine. He could overwhelm even their most powerful members; and if he couldn't, he could just jump to another body and escape.

Monica had only destroyed his current body. This wasn't over. Not by a long shot.

Half an hour passed and Wakanda could be seen in the distance. Damage from Ultron's ambush was still extensive, but obviously not as bad as it had been previously if T'Challa felt comfortable letting the team hide out there. Not even the royal palace was untouched.

Carol found a clear patch of land near the palace to land. Tony was the first one out, followed by T'Challa, Steve and Rhodey carrying Jennifer in his arms. "You can take her and Dr. Banner to the medical wing," he said once they crossed the threshold. He tried to stop Tony, but lost track of him in the crowd of servants rushing to attend to the team's wounds.

"Let him go," Steve said. "Let him get over what happened, then we can talk to him."

T'Challa nodded. "Very well. I will continue to monitor to cleanup of Durban, as well as any signs of Ultron."

Despite his sour mood, Steve still found himself in awe of what was going on around him. Men and women in traditional African clothing were darting to and fro throughout the palace, focused solely on their current assignments.

But more importantly, he was inside an actual royal palace. It was every bit as regal and somewhat intimidating as he imagine being inside one would be. He found himself taking care not to so much as bump up against a wall in case there was some kind of special painting that would have rubbed off if he touched it.

"Hey Cap," Bobbi called out to him. "I'm going to need a few blood samples so I can determine just what it was that Ultron sprayed you guys with, and develop an antidote if I have to."

Steve was about to volunteer when he decided against it. "Might want to take a sample from Tony. He's the only normal one in an… agreeable frame of mind," he said.

She grimaced, but nodded and followed one of the servants deeper into the bowels of the palace, in the same direction that T'Challa left in. Undoubtedly to where his labs were.

The rest of the team went their separate ways to either get their minds together or make sense of what happened. Steve could hardly believe it himself. Tony was capable of some amazing feats of lone wolf idiocy, but this took the cake. He had others as capable or more capable of taking down the Hulk quickly. There was no reason to feel that he had to do it on his own. But he did, and it cost not him, but the people in Durban everything.

He knew that Tony felt horrible, which was the only reason why he wasn't demanding an explanation. That could come later. Now it was time for everyone to get a grip and prepare to face Ultron and his army again in the very near future.

It was coming. He could feel it. Ultron had hundreds of pounds of vibranium and they had no idea what he wanted to use it for. Surely he didn't need that much to create a new body for himself. Perhaps for himself and a few lieutenants? The drones weren't that difficult to deal with, he had to know that. If he could sure up a few of them, then that would all but guarantee him victory.

They couldn't let that happen. It was imperative that they find him as soon as possible and stop him. It was easy when said, not to mention obvious, but actually doing it was the hard part.

"You alright, punk?"

Steve turned around to find Bucky's concerned eyes looking him over. He sighed and rubbed the back of his head. "I wish I could say yes," he said, voice hushed just above a whisper, "but I can't."

Bucky sighed and clapped him on the shoulder. "Come on. I'm pretty sure Panther's got a bar around here. Let's grab some drinks so you can lay it on me."

Steve was about to pass, but thought better of it. "Sure, pal. Thanks." It didn't have him shaken up like some of the others were, but he was still confused. Peggy and him dancing after the war, some mysterious man that he should have remembered but couldn't, her telling him that they could go home. None of it made sense.

It was an hallucination, so it probably shouldn't have, but… "My vision was about Peggy," he said, as if confessing some serious sin.

Bucky pressed his lips together. "Another one?" It wasn't said mockingly or condescendingly.

"Yeah." He smiled sadly and tilted his head down to hide it. "We were having our date. The one she made me promise to be on time for."

"The one at the Stork Club?"

"Yeah. I was still late, but she wasn't mad. We danced all night. It was right after the war ended." He could feel his throat getting a little tight. "Everyone was so happy. She said she'd love to live a normal life with me."

Peggy did live a normal life. She got married, had kids; she was happy. Even if it wasn't with him, he had eventually resolved a while ago that he was okay with that. As long as she was happy and had a good life, that was good enough for him.

"It felt so real," he continued. But it was pleasant. It wasn't a nightmare like some of the others suffered through. "There was also this man dancing with a dame next to me. I didn't know him."

Bucky raised an eyebrow. "Should you have?"

"Yeah," he said, drawing it out to express his confusion. "I guess I –"

Then it hit him. Everyone he knew was there. Peggy, the Howling Commandos, Dr. Erskine, everyone. Everyone but Bucky. He was his best friend since childhood and he wasn't anywhere to be found in his vision.

He was the man he didn't recognize.

"You guess what?"

"I… it was you." He frowned and breathed in deeply. "You were the man I couldn't remember."

The more he thought about it, the more it all made sense. Ever since Bucky returned as the Winter Soldier and couldn't remember who he was, it had been his worst nightmare to ever forget who Bucky was. The last thing he would have wanted to do was move on and forget who Bucky was and what he meant to him. That was what the vision was showing him - him moving on without his best friend. Him being happy without him in his life.

That vision wasn't teasing his greatest wish. It was showing him his worst nightmare.

"It was what I've always wanted." Since he was thawed out, he yearned for a life with Peggy. That life, if he had have gotten it, it would have been without Bucky. His greatest dream and worst nightmare were intertwined together.

He felt sick.

"Steve?" He felt Bucky's warm hand on his shoulder. "Steve, what is it?"

"I never would have forgotten you," he said shakily. "Even if I was Peggy, I never would have forgotten you."

"I know." His hand squeezed his shoulder tightly. "I know, Steve. I don't know what Ultron was trying to do by showing you this, but it won't work. You're stronger than he thinks you are."

He heard what Bucky said. He wanted to believe, but it was so real. That was the life that he had always wanted and he didn't even realize what it would have cost him. "Yeah. Yeah." He didn't even realize what he even wanted. Ultron did and used it against him. "I, uh, could really use that drink."

Bucky smiled and patted his shoulder. "Figured, pal. Come on, let's get you drunk."

He, despite himself, chuckled and shook his head. "Pretty sure I've told you I can't get drunk, jerk."

"Won't stop me from trying, punk."

* * *

_**A/N: **__A slow chapter, but the next one will be put shortly. Also, sorry for the long waits on my stories. Work has just been draining me completely. But I'm back in the groove again._


	29. Hawk and Bird

_**Hawk and Bird**_

**Royal Palace, Wakanda**

**7:17 PM ****SAST**

The original Avengers had all scattered and hidden away in different parts of the palace. Only Clint was in any frame of mind to worry about Ultron. The others were too shaken by their visions beset on them by Ultron's gas. Even Carol was visibly shaken - she was inside the quinjet when Bruce was attack and subsequently hulked out.

It killed Clint to see his friends so shaken up. They were touted at the best of the best, but he knew that they had their vulnerabilities. He had plenty himself. Still, he hated seeing them at their lowest.

Natasha acted like she wanted to tear his head off every time he tried to get near her. Thor seemed to be in a constant daze, silently muttering what sounded like an ancient riddle under his breath. Tony was off by himself, probably questioning his own intelligence and cursing his lack of common sense. Jessica had been curled up in a ball in the same corner since they got there three hours ago. Bruce, well, no one expected to see Bruce for a while. No one knew where Pietro and Wanda went, but they were likely in the same boat.

There was a time when Clint would have been right there with them. After what Loki did to him and remembering all the things he was made to do, he was a wreck. It took him weeks before he could look at himself in the mirror. Things got low; he had the scars on his forearms and wrists to prove it. If it wasn't for Natasha, he would have killed himself.

But he didn't. He leaned on her and Coulson and got through it. And, in many ways, he was a better man because of it. Instead of being withdrawn, he was more open, since he knew how powerful having friends was. He knew how strong those friends made him, so he did whatever he could to keep them close.

They had been there for him, now it was time to repay the favor. His friends had been messed up by Ultron, so it was time for him to try and piece them back together. He wasn't sure how much he was going to be able to do, but he was going to try.

"How's it going?" he asked Bobbi as he walked inside T'Challa's underground lab. It was, just at first glance, a scientist's dream. The 250 ft² room was covered in high quality equipment large monitors that were displaying camera footage from other places in the palace. He could see his friends either wandering around aimlessly or sitting off by themselves. In the center of the room, there were five tables, all filled with racks full of test tubes, petri dishes and Bunsen burners. There were also vials of chemicals on one of them.

Bobbi was in the center of the room, pouring something onto a dish and placing it under a microscope scope. She looked into the scope for several moments before writing something down in a notepad. "It's going," she murmured absently.

He noticed that the substance she was looking at was blood, and that there were eight vials full of blood. Each one was labeled for one of the original Avengers, minus Clint.

"Here, look at this," she said. She removed the petri dish she had been looking at, then replaced it with another before moving aside so he could look into the scope. When he did, he noticed that the blood was normal, except that there were thousands of small mechanical insects attached to the blood cells.

"The hell? Whose blood is this?"

"Tony's."

Clint raised an eyebrow and looked again. This time, it seemed that the number of robo-bugs doubled. "What are these things? Nanites?"

"Yep."

"So Tony put nanites in his own blood." It _was_ a very Tony thing to do.

"That's what I thought, but I figured I'd look at all of them just to be sure." She switched out Tony's blood for someone else's. When he looked under the scope, he saw the same. "Ultron laced their blood with nanomachines."

"For a hallucination? Lot of trouble to go through, I'd guess."

"Not for him, I'd bet. I'm also betting that there's something else these nanites are there for." She tapped her chin and leaned against the table. "Surveillance, maybe."

"Maybe." Clint straightened up and sat on the table next to Bobbi. "Nothing you can do to help?"

"Nah. I already told T'Challa and he said he'll work something out. It'll take some time, though." She sighed and folded her arms. "He'll probably need them to hang back for testing, which takes time."

"Time we can't afford to lose." That was eight of their most capable members, meaning they were back several steps when they were already falling behind. They couldn't afford to lose more ground than they already had. "We need something to even the odds in the interim."

She raised an eyebrow. "Got any ideas? There aren't any Gifted's around that can hang with Ultron."

"No, but…" He drifted off into thought. The only Gifted's that could handle Ultron were Magneto and his daughter Polaris. He didn't think they were too inclined to help until mutants were in direct danger. Everyone else that could was either already on the Avengers or in space. "Wait. What about that alien?"

"Uh, Marvel?"

"Mahr-Vehl. And yeah. He's got all kinds of tech that no one's ever seen before. It's worth a shot, I think."

She nodded and hopped off the table. "I think you're right. But how do we get in contact with him?"

Damn, he hadn't thought of that. "Uh, don't know. Don't think he has a cell phone."

She tapped her chin in thought. "Maybe… hey, you think Hydra confiscated his stuff? He probably had a ship with tech that they'd want, right?" He nodded. "Then there's probably a communication device that's linked up to his suit, right?"

He smirked. "This is why you're the smart one."

She matched his smirk. "Trust me, I know."

A beat passed without another word being said. Despite everything that had happened, they held each other's gazes. Her bruises from a few days ago had long since cleared up. He had forgotten just how beautiful she was.

Lust struck at the strangest of times. Clint realized this as soon as his lips captured hers. He didn't know why he was kissing her at a time like that. Well, he did, but he didn't know why he picked _that_ particular moment. It wasn't the best moment and they had a lot of important things to take care of before they could even think of their situation.

But her lips felt so good against his. She tasted so good. Her cheek felt right being cupped by his hand. Her fingers felt right carding through his hair. The timing was wrong, but kissing her was so right.

"Ahem." Clint and Bobbi abruptly broke their kiss and turned their heads to see T'Challa standing in the doorway. "I'd hate to interrupt this intimate moment, but we have an problem."

Reluctantly, more so than he probably should have felt, Clint released Bobbi and backed away a few steps. "Yeah?"

"I was examining the Captain's blood and found that it was laced with nanomachines," T'Challa began.

"Yeah, Bobbi just showed me that."

"What she did not show you, because she did not know, is that the nanomachines are equipped with a self-destruct switch."

A tense silence gripped the room. Clint swallowed roughly. "You mean they could explode at any moment?" T'Challa nodded once. Clint squeezed his eyes together. "Damn him. Goddamn him!" His fist slammed into the table beside him, disturbing a rack of test tubs nearby.

"Clint," Bobbi started, putting a hand on his shoulder.

He shrugged her away. "That bastard is gonna kill my friends. You have to do something!"

"I am already working on something to extract the nanites as quickly as possible. I won't be able to test if it is safe due to time constraints," T'Challa explained.

Clint breathed in slowly and nodded. "Okay. Okay, good."

"I will do all I can to save them," Panther continued. "In the meantime, you need to figure out the next phase of Ultron's plans, and when he plans to strike again."

Easier said than done. Steve was probably going to be in quarantine, so there went the best person to make a plan of attack. "First thing, we need to find that alien's ship."

T'Challa raised an eyebrow. "The Kree?" He fell silent, ruminating over the suggestion. "Yes. If only to prevent Ultron from integrating it into his body. Do you have any idea where it is?"

To that, he shrugged and glanced at Bobbi. "I guess it'd be at one of the Hydra bases. Probably where they found the Diviner and the other stuff he had on him."

"All Hydra facilities are under US military supervision," T'Challa said. "It should not be difficult to gain access to the technology. Getting it out, on the other hand…"

"We can cross that bridge once we get there," Clint replied.

"This is all assuming we can even use the stuff," Bobbi noted. The two men looked at her expectantly. "None of us could touch that Diviner thing without being turned to ash. How do we know that the rest of his stuff isn't the same? Stands to reason that it would all be bugged the same way to keep… 'unclean' hands from touching it."

Clint sighed. "Yeah. Yeah, you're right. But we can't just leave it there for Ultron to use at his leisure." His eyes trailed down to the floor. "Carol could touch the Diviner. Maybe she can use this stuff, too."

"You know Cap won't even consider it."

"Then we don't tell him." He didn't have to be looking at her to know the expression she had on her face. Head dipped down, eyes firmly on him, eyebrows raised and mouth partially agape. It was the expression she reserved exclusively for when he said something stupid. He had seen it more times than he cared to remember.

"Do you think it is wise to hide this from your leader?" T'Challa questioned warily.

"Steve has enough on his plate," Clint said. "The less he knows, the better. Besides, all we need for her to do is help us move the stuff from the facility to the quinjet and help us secure them. That's it. Minimal risk."

"Then why hide it from him?" Bobbi questioned, an exasperated tone dripping from each word. "Because he won't let her go, that's why."

"Bobbi, it's the only way. No one else can touch Kree tech and I doubt Mahr-Vehl will trust us with his stuff." Clint raked his hands through his hair, flustered by the entire situation.

Bobbi started to retort, but stopped herself after the first syllable. "This is a terrible idea. Let that be on the record."

He grinned. That was as close to her voice of approval as he was going to get. "Great! You get Carol while I get the the quinjet started, then we can head over there. If we're lucky, we can –"

"Whoa, whoa, whoa," she said, throwing her hands up to stop him in his tracks. "What's all this 'we' stuff you're talking about?"

"Uh, you and me?"

She shook her head vehemently. "No. You are _not_ getting me caught up in this."

"Oh, come in. We're a team. Hawkingbird, remember?" He grinned as she scrunched up her nose at the ridiculous name.

"We were _never_ called that, first. Second, I'm not about to have Steve rip me in half if Carol gets hurt." She threw her hands up and turned to leave. "Sorry, sport, but you're on your own this time."

"Oh, come on, baby! I come up with the hairbrained scheme, you say no, I do it anyway, you pull my ass out of the fire. This is how it goes. This is how half our marriage went." His grin widened when she halted.

She turned, not as amused as he was hoping she would be. "It's not just your ass this time." She sighed, her shoulders dropping a touch. "Fine. I'm in." Before he could celebrate, she held up a finger. "But, if Captain America tells me to update my will, I am so divorcing you."

"Does that mean we're getting remarried on the way?" he asked smarmily.

"Don't push it." With that, she walked out to find Carol.

As he was watching her leave - closely- he could feel T'Challa watching him. He sighed and allowed his grin to fade. "I know."

"Then, I will not tell you that I hope you know what you are doing."

He nodded and left to prep the jet. Truth was, he didn't. He was, as usual, flying by the seat of his pants. Even though this mission wasn't as dangerous as their usual ones, there was still the unknown element that anything could happen at any moment. With Ultron lurking out there somewhere, even simple things could turn into a warzone in the blink of an eye.

It was why he didn't want to tell Steve. He was certain he'd pay for it later, but this for his own good. This way, he could concentrate on being purged of those nanites without worrying about Carol. _I hope everything goes like I want it to._

T'Challa's hangar bay was filled with state-of-the-art technology that would put Tony to shame. Front and center were six quinjets, each one stocked with supplies and weapons. They were noticeably larger than the one they had been using, and likely faster, too.

Clint climbed aboard one at random and began the takeoff process. He was halfway through when Carol and Bobbi - the latter suited up in her tactical gear - stepped aboard. He quickly closed the hatch.

"Alright, Barton; what's this top secret mission you're making me go on?" Carol demanded as she settled into the copilot's seat.

Clint instantly noticed that she made no fuss at all about not being the pilot. Hulk must have scared her worse than he thought. "Simple. There's some Kree tech being held in a Hydra facility in Germany. I want to pick it up and bring it back here before Ultron can get his hands on it."

Carol frowned bemusedly. "Wait, how am _I _supposed to help with that?"

Bobbi didn't tell her any of this? "Because you're an Inhuman, so we –"

"_You_," Bobbi quickly corrected.

"_I _thought that maybe you could touch it safely. It's probably booby trapped to stop non-Krees from trying to use it." He shrugged. It made sense to him, which probably meant it made no sense to anyone else.

"Okay," she drawled. She strapped herself in and waited until Clint took off before continuing. "There a reason Steve and the others aren't here?"

Clint sighed, but didn't answer right away. "Long story short," he said after several minutes, "the mist that Ultron sprayed them with was laced with nanites that he can set to detonate at his leisure. T'Challa is working on extracting them."

"Detonate?! You mean Steve could…"

He was out of the loop for quite a bit, but that wasn't exactly the reaction he was expecting. Worried, yes. Angry, yes. Distraught over Steve's well-being, and seemingly his alone, not by a long shot. "Yeah."

She nodded absently. Clint noticed her mutter something under her breath, but it was too low for his hearing aides to pick up. "Yeah, okay. Let's… hurry up and get back."

"That's the plan, flygirl."

**Black Forest, Germany – 7:48 PM SAST**

* * *

Clint really didn't want to be back in Germany. Strucker's stronghold was too close to Munich, where they suffered what every thought was their last defeat. It wasn't, but it wasn't a good feeling being back there. This he felt despite the fact that they had been there just a few days earlier.

Once they reached German airspace, Clint had Bobbi radio ahead to alert the US officials that they were inbound. Minutes later, he landed the jet in the same clearing as before. "Alright, let's get in and out. I'll leave the jet here until they give us the nod."

Cloaked in winter coats and hats, the three trekked through thick snow the short distance to the facility. The ground was remarkably clean after his one man battle with Hydra's security forces just days prior.

"Halt," commanded one of the two soldiers stationed at the fence surrounding the facility.

"We're the Avengers," Clint said, flashing his Avengers id card just in case he didn't recognize him.

"Oh, right, Mr. Hawkeye! Go right on in!" He hurried and tapped on the console beside him to open the fence door.

"Must be nice being a celebrity," Carol noted with a smirk.

Clint chuckled and shook his head. "No, it's horrible. Between people trying to pry into my private life, to paparazzi to –"

"Fangirls," Bobbi cut in testily.

He grimaced, but nodded. "Fangirls."

Carol chuckled. "Those kids sure are devoted."

"You can say that again."

They stepped inside the facility, confirming that Carol was with them to the guards stationed but the front entrance. Immediately, a familiar voice called out to him. "Clint Barton. What brings you here?"

Clint grimaced sourly and turned to the source of the voice. "Brigadier General Glen Talbot. Didn't know they let snakes stay in the army," he said churlishly.

Talbot, to his credit, snorted at the derisive statement. "A pleasure, as always, Barton." He turned his attention past Bobbi to Carol. Extending a hand, he said, "Captain Danvers, a pleasure. Col. Rhodes told me many great things about you."

She shook his hand firmly. "A pleasure, General."

"Make sure you wash your hands afterward, Carol," Clint remarked snidely.

"Again, I'll ask you, Mr. Barton. What is your business here?"

"We want to take the alien's tech with us," he answered succinctly.

"And why on Earth would I let you do that?" Before he could answer, Talbot continued, "Because it isn't in the United States' best interests to leave very unpredictable technology in the hands of, quite frankly, very unstable people."

Clint felt his teeth grind together. "Because it's safer with us. Ultron will be coming here to try and take it. It he does, every soldier here under your purview will be killed. Unless you want that on your conscience, you need to let us take that tech with us."

"Not that simple," Talbot explained, seemingly having not given Clint's words much, if any, thought. "I can't just let you take it, even _if _what you say about Ultron is true. There are channels and chains of command that must be followed, protocols to be obeyed. I make an exception for you, I have to make one for every other costumed vigilante who wants to take something from us that he or she 'needs'." He sighed heavily. "Let me make a phone call."

With that, he walked away without another word.

"Jesus. What was that all about, Clint?"

"He's giving us the bureaucratic runaround," he answered, voice still tight with anger.

"No, I mean all the animosity."

He looked at Carol and took a moment to cool off before answering. "That was B.G. Glen Talbot. Aka, the right hand man for Thunderbolt Ross. You know him, right?"

She nodded. "Yeah. He's got a major hard-on for Bruce."

"Hulk," he corrected. "He couldn't give less of a shit about Bruce. As far as Talbot and Ross are concerned, Bruce is property of the US government, which is why I hate both their guts." Had he known Talbot was here, he wouldn't have even bothered thinking of the idea. "Dammit, I hated having to beg to this jackass!"

"Let's just go," Bobbi offered. "We gave it a shot, but Talbot won't play ball. Not without us giving up something valuable in return."

Her knowing inflection implied _someone_ valuable, instead.

"Yeah, yeah, you're right."

"If Steve asks where we've been, we can just say we went to make sure the tech was secure. Which is true, right?"

Before Clint could answer, Talbot strode back, flanked by three soldiers. "Mr. Barton, I just got off the phone with my superiors." Clint was certain he meant Ross. "They are willing to play ball… for a trade."

Clint and Bobbi shared a glance. "What kind of trade?"

"The tech, all of it, in exchange for Bruce Banner and Jennifer Walters."

"You can go to hell," he snarled. "I'm not handing over my friends for anything."

"If what you said is true, then you don't have a choice." Talbot approached him until he was a mere few inches away from him. Clint didn't back down. "I'm not risking the lives of the soldiers under my command in an attack by that menace Ultron. But I also won't stand another minute while that monster Hulk is destroying cities and killing innocent civilians during another of his temper tantrums."

He couldn't argue that second point; not without depending on a tired cliché. He saw what happened in Durban. "We can handle the Hulk, and Jen doesn't have that problem."

"You did a great job of it today in Durban," he retorted. "And how do I know she doesn't? I won't until we study her."

"You won't touch her. You're not getting your fucking hands on either of them, you got me, Talbot?"

The two men stared each other down.

Automatic gunfire was popping in the distance. "What the –" An explosion rocked the front of the facility, filling the adjacent halls - including the one they were standing in - with thick, black smoke. "What the hell?!" Talbot demanding, choked and between rattling coughs.

"It's Ultron!" a soldier bellowed from a short distance away.

"Damn it!" Clint charged through the smoke, his arm over his nose to act as a rudimentary breathing mask.

"Clint!" He could hear a pair of footsteps pounding behind him. Up ahead, more assault rifles were barking in unison, only to be drowned out by more explosions.

"They're heading for the storage area!" a soldier roared over the commotion.

He finally reached the atrium, where dozens were being overwhelmed by the vastly superior Ultron drones. However, from what he could see, there were only a dozen drones. "Alright. Doesn't look so bad."

He pulled his bow from its latch on his quiver and notched an explosive arrow. Loosing it, he watched it slice through the arrow and attach to one of the drones, on its leg. Seconds later, it exploded. "I got eleven more just like that one!" he taunted.

The smoke cleared, revealing that the drone was completely unscathed by the explosion. As were the three standing beside it. Their shells were made from vibranium. Meaning that conventional weapons, including his arrows, were completely useless.

"Okay. This looks bad."


	30. Marvelous (Part I)

_**Marvelous (Part I)**_

"Okay. This looks bad," Clint admitted.

"Ya think?!" Bobbi sidled up next to him, rifle in hand and began futilely firing at the drones. "Carol went to storage. Let's buy her some time."

Nodding, Clint loosed arrow after arrow in strategic spots to keep the drones from advancing. It was working, but the drones were beginning to catch on that his arrows weren't having an effect on their vibranium shells. "I'm sorry for getting you caught up in this."

"Hey, I knew what I was getting myself into." She showed him to the ground to avoid a small missile, which sailed over them and into a crowd of incoming soldiers. "Shit!"

Clint continued loosing arrow after arrow until he was grasping at thin air. "Shit! I'm out!" He pulled the backup .50 caliber handgun he kept at his hip just in case and fired the entire clip. Nothing doing.

Bobbi ran out of ammo soon after. There wasn't any point in trying to grab another rifle.

"This is it," Clint said. The drones lifted their arms. The simultaneous whine of multiple repulsors charging was deafening. "I love you, Bobbi."

A metal ball, about the size of a tennis ball, sailed over his head and rolled to a stop in the midst of the drones. This gained their attention for the second needed for Bobbi and Clint to scramble for cover. Less than a second later, sickly green lightning crackled from the ball and arced over the drones. Their eyes drained of color as they all fell in a heap.

"I love you, Bobbi," Carol said mockingly.

As Bobbi snickered, Clint pouted. "Oh shut up."

"And thanks," she said graciously. "What was that?"

"Beats me," Carol responded with a shrug. "I saw it lying in a box in storage and thought it was a grenade."

"Whatever it was, it saved our skin. Thanks." He turned and scanned the pile of bodies on the ground. Innocent soldiers, gone. "Damn it." Talbot wasn't among them. Instead, he was running toward them with six other soldiers. "You can relax, General. It's over."

"I want that crap out of this facility," he demanded. "Now!"

He couldn't hide his grin. "You got it, Talbot. Might wanna clear out of here, in case Ultron decides to send in the cavalry. Or shows up himself."

Talbot nodded quickly and barked orders for his soldiers to clear out into a walkie-talkie.

Whatever was left of the contingent began to evacuate in army jeeps, except for two, who were escorting Carol to the quinjet so she could bring it to the hangar bay. While she was gone, Clint and Bobbi headed for storage to begin packing the Kree technology up. "So, that didn't take him long," Bobbi remarked.

He knew she was talking about Ultron creating stronger drones. It made him afraid of what he was going to do to himself. "Yeah. We have to tell the others."

"Communication outside the general area is blocked, probably has been since before the attack," she noted.

He sighed. "Great. We'll have to let them know when we get back." Storage room 5b was where the alien technology was being kept. There were six tables, each filled from corner to corner with what looked like weapons and other gadgets. They had no hope of figuring out what anything did. "Now, how do we –"

A soldier walked in. "Sgt. Jack Simpson," he greeted with a salute. "Gen. Talbot told me to give you guys a hand."

Clint raised an eyebrow. "You know this stuff kills probably kills normal humans just by touching them, right?"

He nodded. "Two of my friends were disintegrated by that obelisk thing we found in Guatemala last month." He shook his head to prevent the memories from coming back. "Anyway, I didn't know what it was, so I grabbed it. I wasn't affected."

"You're an Inhuman?"

He snorted. "Is that what they call people like me?"

"Ah, well, yeah, I guess." He looked around and saw some metal containers stacked against the far wall. "Let's put it all in those."

"Alright." Simpson grabbed a handgun from the table. As soon as his fingers wrapped around the handle, a pulse of red energy jumped from the gun to him. He began to convulse violently. Foam bubbled from his mouth and his eyes rolled back.

"Jesus!"

Sgt. Simpson's limbs went limp, sending his body falling to the ground.

Bobbi pressed her fingers to his neck. There wasn't a pulse. "He's…" She stopped, more out of confusion than any other emotion.

Clint swallowed. "Goddamnit, I was wrong." In hindsight, it made perfect sense. Why would a race allow their own creations to be able to use their weapons, in case they rebelled? "Now what?"

Bobbi frowned pensively. "Now we can't let Carol touch this stuff. Cap will kill you if what happened to him happens to her."

"_Me_?! What about you?"

"Hey, this was your idea." She caught sight of a locker on the far wall in the storage room across the hall. "Hang on."

As she walked out, Clint kneeled down beside the soldier. He was an Inhuman. It was almost too coincidental to be true. Bobbi was right. If this guy hadn't showed up and if Carol had have touch just one thing, she would be dead. And Steve would have ripped him in half. And it wasn't just because he got a teammate killed.

Clint wasn't blind. He knew that he cared a great deal about her. More than he let on, certainly.

Bobbi returned with a pair of white hazmat suits in hand. "Here, put this on."

"Tony made this?"

"Looks like it. Probably from years ago, though."

He watched her slip hers on before pulling his own on. "Alright. Let's see if this works." Making sure the suit was properly fastened together and secure, he tentatively grabbed the handgun from the floor.

Nothing happened. "Phew. Let's get this stuff packed so we can go."

Quickly but carefully, they packed up Mahr-Vehl's weapons and gadgets in the metal crates Clint found in the corner. When a crate was full, he stacked it on a dolly.

As they were working, Carol walked in and started packing stuff, as well.

When Clint noticed this, his eyes nearly jumped out of his head. "Carol! What the hell are you doing?!"

She jumped up, eyes wide with shock. "I… was packing this shit so we can go?"

"No! Stop touching it!" He pointed at the contorted dead body at his feet. "This guy was an Inhuman like you and he died as soon as he touched that shit! Now stop it!"

She dropped what she was holding and put her hands on her hips. "You mean the shit I was just holding, numb-nuts?"

He opened his mouth to voice the indignity at her insult when what she said dawned on him. She was holding the tech that just killed another Inhuman, and she was still alive. "Oh. Wait, what?"

He looked at Bobbi, who could only shrug.

"Now if you're done being an worry wort, we have work to do."

He didn't understand. Carol _was_ an Inhuman, wasn't she?

The three worked in silence for the next few minutes, until almost all of the alien tech had been stored and stacked on the dolly. "Alright. All that's left is that thing over there," he said, pointing at the device in the corner. It was a large metal and glass pyramid with an upside down pyramid inside. On each corner of the outer pyramid was a metal sphere. There was what they could assume was Kree writing along the outside edges. "Bobbi and I will take this stuff to the jet."

Together, they pushed the dolly out of the storage room and down the hall toward the hangar bay. Once out of earshot, Clint said, "Alright, I'm confused. Mahr-Vehl said she was an Inhuman."

"Maybe he was wrong," Bobbi suggested. "Or maybe that soldier was lying. Who knows."

Clint shook his head. "So, what? She's actually a Kree?"

"That's impossible," she replied immediately.

Was it? Who knew what kind of camouflage technology Kree had at their disposal. Mahr-Vehl's suit could change his appearance into something more human like. Maybe Carol was using something like that. "She doesn't act like an alien. And she doesn't look like one, either. Aren't they supposed to be ugly?"

"I'm sure Thor and Val will be thrilled to know you think they're ugly," she said flatly.

He cleared his throat nervously. "There are always exceptions. Anyway, I just refuse to believe that she's an alien."

They reached the quinjet and began stacking the crates inside the cargo hold.

"Think you can run some tests on her, just to be sure?"

"I think Dr. Cho would have already done that," she said. "When we get back, I will. Just a blood test."

He nodded and stacked the last crate, then closed the cargo hold. "Think there's enough room in here for that triangle thing."

"Pyramid."

"Whatever."

When they returned to storage, they found Carol standing in front of the device, staring intently at the writings etched along the sides. "What's up?"

"I… I can read this."

Clint raised an eyebrow and shared a wary glance with Bobbi. "What do you mean?"

"I mean I can understand what this is saying." She ran her fingers along one of the writing. "This one is a set of instructions. 'Place you hand on the enabler to create your weapon.'" She moved to another side to read another inscription. "This one is a warning: 'Any being not of Kree heritage who attempts to use the Psyche Magnetron will be killed instantly."

Clint swallowed raggedly. "Instantly, huh?"

Carol didn't answer. Her back was to them, but they could tell that she was mesmerized by the machine. She slowly circled around it, drinking in every crack and crevice it had to offer. Once she was back to the front, she place her hand on the center of the glass.

"Hey, what're you doing?!"

She didn't answer.

A soft whirring noise trickled from the inner pyramid. A eerie yellow light shot out from its cracks, bathing the room in a low yellow light. A laser swept over her hand, as if scanning it for security clearance. "I think I can –"

The same yellow light enveloped each of the four metal spheres on the corners of the Magnetron.

The inner pyramid began to spin rapidly until it was a blur of motion and light. A single beam shot from the Magnetron and enfolded around Carol, bathing her entire body in a yellow energy that nearly blinded Bobbi and Clint.

As soon as it began, it was over. The light dissipated and the inner pyramid slowed to a stop.

Clint felt the strength return to his legs where it had escaped him completely. "Hey, let go," he pleaded.

"I can't." She grunted and tugged on her arm. "My hand is stuck."

Even though the device had shut off seemingly, she was still glowing. And the glow was growing brighter.

"Hey, what's going on?"

"I don't know!" Panic was rising in her voice as she frantically tried to free herself from the device. Her hand seemed to be super glued to the glass case.

Clint could feel his heart racing. Without thinking about his own well-being, he ran over to her and tried to pull her away. Not even their combined strength could free her.

"Clint, get back."

He heard Bobbi, but he didn't listen. It was his fault she was hear and he was going to be damned if she disintegrated because of him.

The golden glow that surrounded her was suddenly absorbed into her skin. "Wha–" Carol screamed out, a blood curdling scream that made Clint's blood run cold. "Carol!"

A crackle of energy, like lightning, lashed out and struck him in the chest. He went flying back and landed hard against the wall.

"Clint!"

More crackles of yellow energy jumped around, tearing through the walls and floors and punching holes clean through the ceiling. Carol kept screaming, each second growing more pained and more panicked.

His vision was blurred and obstructed by the energy crackling through the room, but he barely managed to make Carol's form out. Her feet weren't touching the floor, and her eyes were filled with the same golden power that was lashing out around them.

His eyes widened, and he saw it. The power wasn't coming from the machine. It was coming from her. The bolts of energy jumping around originated from her. "Carol…"

Her screams died out as she finally lost consciousness, as did the energy. Her body fell in slow motion to the floor and landed with a soft thud.

"No. No no no no!" He crawled from his spot on the floor over to her, ignoring the sharp pain shooting through his chest. "Come on, please be okay." She was breathing, shallowly, and her heartbeat was erratic; she was alive, but barely. "Please be okay."

"Clint." Bobbi tossed her hazmat suit on the floor and kneeled down in front of him. "We gotta go. Tell T'Challa to prep med-bay for when we get back."

It took him a moment before he registered her voice. "R-right." He cradled her in his arms and stood as tall as he could. He sucked in a breath through his teeth and began his way to the quinjet. "Are you okay?"

"Yeah," she answered immediately. "You?"

"Chest hurts like a bitch, but I'll be okay."

"Whatever it was burned right through your suit."

He could smell the burned fabric of the hazmat suit and his uniform. He tried to ignore the smell of burned flesh that was accompanying it. "I'll have Helen look at it."

They silently walked to the quinjet. Clint was desperate to get what he saw out of his head. Carol, glowing and emitting golden power, floating in midair and screaming like a banshee. It was his fault. He knew that was what Steve would say. He had every right to.

He was must dreading that conversation when it came.


	31. Marvelous (Part II)

_**Marvelous (Part II)**_

**Royal Palace – Wakanda**

**10:20 PM SAST**

Little known fact about the Avengers: the Hulks weren't the only ones who became stronger the angrier they became.

Clint and Bobbi returned to T'Challa's palace two hours after departing from the Hydra facility in Germany. Along the way, they radioed in and requested that T'Challa prepare the med-bay for Carol. That request somehow found its way to Steve, who was waiting for them when they returned.

He, to the surprise of no one, wasn't thrilled when he learned what Clint did.

"_**YOU DID WHAT?!**_" Steve roared. It took the combined strength of Thor, Luke and Peter to stop him from ripping Clint limb from limb - not really, but they weren't taking any chances.

To his credit, Clint didn't try to come up with some excuse to explain his actions.

"Cap," Bobbi called out once it became clear that he wasn't going to answer, "if she wasn't there, me and Clint'd be dead right now. And Ultron would have seven crates worth of alien gear to play with."

Steve said nothing and stalked away once he was let go.

Luke sighed and dropped down into a nearby chair. "You say she was glowing?"

Bobbi nodded. "Yeah. When she was touching that Psyche Magnetron thing." She shook her head and moved next to Clint. "It was freaky."

"And it wouldn't have happened if I hadn't thought to bring her," Clint said glumly.

"Hey, you couldn't have known that was going to happen," Peter rebutted. "Besides, she saved your lives from those drones. And who knows? Maybe she'll get powers out of this."

"_If_ she's still alive," Luke muttered.

Clint glared daggers at him. "Hey, she's alive, alright!" For his sake, she needed to be.

Luke raised his hands defensively. "I'm just saying what we were all thinking. In my experience, most people who encounter alien shit don't walk away."

"Some do," he retorted.

"Those are one in a million, hell billion, odds, though." He rubbed his goatee for a moment. "Say she does survive –"

"She will."

"When she wakes up," he amended, "will she be the same mentally? That's a pretty jarring experience. Having that much power running through you to the point that's it's bleeding out of your eyes and shit. Man."

"Fucked me up pretty bad when I got my powers," Monica said as she walked in. "Going from having no powers to being, well, godlike…" She shook her head and sat down next to Luke. "It'd be best to do b a psych eval on her, just in case."

Clint nodded. The more they spoke, the worse he felt. Luke with his 'if she wakes up' and Monica with her 'fucked me up bad'. This was all his fault. She was never going to be the same again in some capacity, and he felt like shit because of it.

While the others spoke amongst themselves, Clint snuck out and into the hallway. So much was going on, and he needed some time to himself to process it all. _All I wanted to do was help._

It was inevitable with someone like him. He got so focused on what he wanted to do that he neglected to think about the consequences. Like hacking into Jessica's SHIELD profile to read her redacted history. He didn't think about what would happen if someone found out about that; he just did it. And now, this. Someone was laid up in a hospital bed because of him.

Never mind the fact that she saved his and Bobbi's lives. That was, literally, the only good thing that came from it.

He wasn't walking anywhere in particular, and wasn't paying attention, so he was surprised when he saw Natasha sitting against the wall in the middle of the corridor. Her knees were drawn up to her chest and her face was buried in between them.

He grimaced and cautiously moved toward her. "Natalia?"

She made no other movement besides lifting her head at her name being called. "It's Natasha now, Clint."

He sighed in relief, then sat down next to her. "Are you alright?"

She was about to answer when she stopped suddenly. "No," she replied after a second.

He figured. "What did you see?"

"My graduation exam."

His grimace deepened. She told him two years after he helped her escape the Red Room that they sterilized her before she graduated. To help her concentrate on her objective, they told her. For years, she thought she was a monster because she killed for a living. She was glad they did that because what kind of mother would she have been with that kind of past, she told him. He never argued with her, because all he could say was a bunch of worthless platitudes that she wouldn't have believed anyway.

She knew he disagreed anyway.

"And now," she continued, "T'Challa tells me I'm going to explode at any moment." She let out a bitter snort. "Not the way I thought I'd go out, but better than most ways."

"It won't happen," he said firmly. "T'Challa coming up with a way to get you guys well again. If not, then… then we can have Wanda whip up a magic spell."

"Wanda can keep her spells to herself. I really don't want to be a spider again."

He chuckled. "Then we'll come up with something else."

She only nodded slowly.

"How are the others taking it?"

"About as well as a person can take it." Despite herself, she chuckled softly. "Thor's about ready to rip Ultron to pieces."

"Good luck with that. Some of his drones had vibranium shells at the facility Bobbi, Carol and I just got back from." He pretended not to see her bristled at the mention of Bobbi. "No doubt he plans on doing the same to himself."

"Just means we'll have to get creative."

"Reminds me of Budapest," he said, wistful for just a moment.

"Everything reminds you of Budapest," she jabbed, a small ghost of a smile appearing.

"It's one size fits all that way." He stood and brushed the seat of his pants off. "I better go check on Carol. Make sure she hasn't grown any extra arms or eyes or something."

Natasha raised an eyebrow, but said nothing and stood to follow after him.

He led her silently to where he was told the medical wing of the palace was located. There, in the first bed by the door, Carol was soundly sleeping in a large hospital bed. Dr. Helen Cho was frowning thoughtful while scanning a medical chart. Beside her was a tray full of medical equipment - needles, sutures, scissors and a medical saw. They were all bent or outright broken.

Clint frowned and stepped inside. "Hey, doc. Is it safe to come in?"

"You already are in, genius," Natasha said from behind him.

Ignoring her, he stepped in a bit further.

"Yes, it's safe, Clint." Helen's frown deepened the more she poured over the medical chart. It only made him more curious about what was on it. "This is strange. What was the machine she came in contact with?"

His heart sunk when the question hit him. "Th-the… she called it the Psyche Magnetron. It's a Kree device." He glanced down at Carol. If he didn't know any better, he would have thought she just fainted. She literally looked completely normal. "It did _something_ to her, doc."

"I know. I tried to take a blood sample but…" She stopped to show him the completely bent and useless needle, plus the broken suture and medical saw. "It's like trying to cut open a piece of cement."

"She looks normal," Natasha noted.

"_Something's_ different, though. I don't know what that alien machine did to her, but she's changing."

"Into what?" Clint asked.

She didn't answer for a long moment. "Into a Gifted." She looked at the chart again. "So far, I've recorded vastly increased muscle density and skin durability. She can easily withstand stabs from conventional blades without injury. Also, Jocasta noted that's she's emitting low levels of photonic radiation."

"Photonic? That's got to do with molecules, right?"

"Light, actually," Tony answered as he walked in. "God, Steve's about blow a gasket, so I had to see what the big deal was." He looked her over. "What? Is she dead?"

"No."

"Well? What's the big deal then?"

"She's becoming a Gifted, Helen thinks," Natasha answered.

"_That's_ it?" Tony scoffed. "_That's_ what's got Steve all bent out of shape. Christ, if Pep was getting super powers, I'd be over the moon."

"Yeah, but seeing her unconscious and in a hospital bed would have you pretty pissed, right?"

To that, Tony had to agree. "How'd she even get superpowers, anyway? I know it's ridiculously easy nowadays, but there's usually at least some effort."

Clint sighed heavily. "Bobbi and I took her along to a Hydra facility to retrieve some Kree cargo. She came in contact with something called a Psyche Magnetron. Pumped her full of photonic energy, apparently."

"You took her along? Why?"

He shrugged. "Figured that since she was an Inhuman, she could safely transport it from the facility to the jet. I was right, in a sense."

"Alright, that makes sense. Still don't see how Cap can be so pissed at you, though."

He rubbed his neck sheepishly. "Well, I… kinda didn't tell him what we were going to do."

"You're an idiot," Natasha stated dryly.

"Yeah, I know."

"No, really, you aren't very smart at all."

"Okay, point taken."

"I mean, did you tell anyone?" Tony asked.

"I told T'Challa."

He nodded. "Yeah. He looks like he keeps secrets unnecessarily."

"When will she wake up?" he asked Helen, who was still staring at the chart as if willing it to change.

"I don't know. Could be tomorrow. Could be next week. Only time will tell," she answered. She pulled out what looked like a Geiger counter and waved it over Carol. She hmmed to herself and wrote the results down in the chart.

"Is everything okay?"

"She seems to be emitting more radiation over the last few minutes." She took another reading. This time, her eyebrows shot into her hairline. "And it's steadily increasing."

"Any idea what's causing that?" Tony asked. He sidled up next to her to sneak a peek at the chart.

"I'm not sure." She set the chart and meter down then turned to face the three Avengers. "I'm sorry, but I need you three to step out. I want to run a few tests."

"You got it. We'll just be out here." They shuffled out and into the hall. Through the currently transparent walls, they could see Helen putting on a hazmat suit and pulling out an even larger photon counter. "Safe to say Steve's mood won't be improving any time soon."

"He has every right to be angry," Clint said sullenly. "I'd be the same way if this were Bobbi."

Natasha left abruptly.

His shoulders dropped. "Dammit."

"Do I want to know?" Tony asked with a raised eyebrow.

"No." He watched her leave and disappear around the corner. "No, you don't."


	32. Marvelous (Part III)

_**Marvelous (Part III)**_

**10:25 PM SAST**

"This technology is fascinating," T'Challa marveled. While his machines were working on constructing the last of the miniature EMP devices needed to render the nanites in the Avengers' bloodstreams inert, he and Rhodey took the time to sort through the cargo Clint and Bobbi brought back.

It was all beyond their wildest dreams.

"Well beyond anything we have on Earth," Rhodey agreed. Both were cloaked in hazmat suits, so they were in no danger when they held up device after device. "Most of these look like weapons."

"They are," Brunnhilda affirmed. She was also in the laboratory with them, but opted to keep her distance. "The Kree are a war-bound race, you will recall."

"You have likely seen some of this before," T'Challa noted. "Have you ever heard of the Psyche Magnetron?"

"Aye," she replied after a moment to think. "'Tis a device of immense psionic power. It can mold itself into any Kree device the user can dream of. But, it also bathes the user in radiation that has varying effects."

T'Challa tapped his helmet. "Do you know what kind of radiation? Dr. Cho stated that Capt. Danvers was emitting low levels of photonic energy."

"Nay, I am uncertain. T'would be best to inquire of the Kree, Mahr-Vehl. I have a feeling we will be seeing him again, very soon."

* * *

Steve wasn't having a very good day. The Hulk destroyed an entire city and was directly responsible for the deaths of thousands of people. Ultron laced his blood with microscopic robots that were designed to explode at the flip of a switch. He was still rattled by the vision said robots have him. And on top of all that, his teammates were going on missions behind his back.

If all of that wasn't bad enough, the woman he was falling for was in a hospital bed because of it.

Clint had done some stupid things in the past, but this one took the cake. It wasn't her being injured; from the sound of it, it wasn't anyone's fault, but rather one of those things that just happened. It was Clint not telling him. He just couldn't understand why Clint didn't run his op by him. He would have, of course, been wary of Carol's well-being, but he would have given them the nod, provided they took more than just the three of them.

That was another thing he couldn't understand. With Ultron lurking around every corner, it would have been prudent to bring some extra muscle, just in case.

He walked through the halls of the palace alone. Servants and other people stepped around him as they traveled their destinations. To anyone looking at him, he may have seems upset, angry even. In reality, he was just concerned. He was angry when Clint first told him what happened. But the anger didn't last long. He did the same thing so long ago while the Masters of Evil were still around. With the same result - Carol being hurt - even! He was a lot of things, but a hypocrite wasn't one of them.

"I'd better go straighten this out," he resolved to himself. He turned sharply into an adjacent hallway and immediately tripped over something and fell flat on his face.

"Ow."

He flipped over and saw Jessica sitting there. "Why are you in the middle of the hall?"

"I'm not," she argued.

"You know what I meant." He climbed to his feet and dusted himself off. "Well?"

She sighed and rose to her feet as well. "I was thinking. Hardly no one came down this hall, so it seemed like a good place to stretch my legs and angst about stuff."

"Well, seems like we've been doing a lot of that today," he agreed.

"More than usual."

He couldn't argue with that. He took the momentary silence as an opportunity to look her over. She was more withdrawn than she ever had been before. "Want to talk about it?"

She sighed. "Don't suppose you can just let this pass?" She laughed bitterly, already knowing he wouldn't. "Alright, fine. You already know that I'm formerly of Hydra."

He nodded. He had been meaning to talk with her about the revelation that SHIELD was Hydra this whole time, but he never got a chance. "I remember."

"And you also know that Madame Hydra is my mum." Again, he nodded. "Then, frankly, there's nothing for us to chat about." She turned on her heels and started to walk off, only to stop when he grabbed her arm. "Fucking hell," she muttered. "Since you won't let me be, at least let me sit down."

He flashed a small smile and nodded while letting her go. He slid down the wall to sit down next to her.

"Well, you already know that Viper is a ruthless bitch, but you don't know how ruthless." She sighed and swept her hair back out of her face. He saw, briefly, the corners of her mouth quivering. "Seven years ago, we ran an op where we were trying to steal a painting from the Smithsonian that we thought contained clues to the whereabouts of a secret alien relic. I was running point, and everything went smoothly. We found the painting, nicked it and left before the pigs showed up.

"We thought we had gotten away, but one of our men spotted a potential witness." She sighed again, this time much more shakily. "It was a little girl walking home with her mother. We told Viper about it, and she told us to kill the mother and take the little girl. So we did and we brought the girl back to our base."

He saw tears beginning to fall down her cheeks.

"When we determined what she had seen, Mum… Viper…" Bitter weeps trickled out of her, wracking her guilt ridden body. Steve touched her hand gently, then wrapped his fingers around it. "She made me kill her!"

It didn't surprise him at all to hear that. He hasn't known Viper long, but from what he had heard, she was a ruthless, heartless woman.

"And I did! I shot her between the eyes!" She sobbed quietly, burying her face in her hands. Steve pulled her into his arms and placed her head on his chest. "She was only five," she whispered.

He said nothing, but continued to hold her while she cried. What could he say? He was sorry? They both knew he was, especially since he fought so hard to put an end to Hydra back in WWII. He failed, and she paid the price for his failure. She and others like her. People snatched from their lives and twisted into monsters for that madwoman.

No. They weren't monsters. Jessica was a victim. Viper was the monster. A soulless, manipulative, conniving monster who would use her own daughter as a weapon. It sickened him to think of what she went through.

Steve held on to Jessica for as long as she was still shedding tears, and didn't let her go until she began to move away. "Us both sat on the floor with your arm around me," she said with a small laugh, "someone could the wrong idea."

He smiled warmly and rose to his feet. Helping her to hers, he asked her, "Feel any better?"

She shrugged. "Somewhat. Feels good to finally have that off my chest, but I'm not at peace with it or anything."

"It's a start." He patted her on the shoulder. "If you ever need to talk or vent or anything, you can always some to me."

She smiled and patted his hand. "I think I've said this before, but you're a fucking good mate, Steve."

"I try to be."

With Jessica in slightly better spirits, Steve took his leave and continued walking down the hall. It only took a moment to remember why he was even coming that way to begin with. He walked quickly to where T'Challa told him the medical wing was.

As he suspected, Clint was there, along with Tony.

"Do I want to know?" Tony asked. Steve saw him and Clint looking in the opposite direction, and just managed to spy a glimpse of Natasha before she vanished around the corner.

"No. No you don't."

Whatever that was about, he probably didn't want to know, either. "Clint," he called out.

The man instinctively tensed up when he heard his name called.

Steve grimaced. "Listen, I'm sorry about earlier. I shouldn't have blown up that way."

"No, I'm sorry," he said immediately. "Carol wouldn't be in there if it wasn't for me."

"And you and Bobbi wouldn't _here_ if she hadn't," he countered. He sighed and rubbed the back of his head. "Stuff happens, and she'll be taken care of. My only point of contention was you not keeping me in the loop."

He looked down, ashamed. "Yeah. Sorry about that. It won't happen again."

He nodded. With that settled, he finally turned toward the medical room. He saw Dr. Cho, clad in a white hazmat suit, waving a device over Carol's sleeping form. "What's going on?"

"Helen says that she's emitting growing levels of photonic radiation," Tony answered. "That's the same energy that Moonstone uses, I believe."

"Photonic? Like light energy?"

Tony nodded.

"Is it lethal?"

"No. Photons are usually too low in energy to be dangerous," he answered. A beat passed before he continued. "I say usually because most photons don't stem from alien technology. Who knows how potent that stuff inside her is."

Steve approached the glass wall cautiously. He could hear the muffled whirring of Helen's machine scanning Carol. She looked so peaceful, as if sleeping soundly during a light rain. His eyes drank her in. Her skin was unblemished, her hair barely mussed despite her laying on a pillow for almost an hour. "She doesn't look any different" he noted. "She looks radiant." He heard Tony snickering behind him and rolled his eyes.

He almost turned around to say something to him when he noticed a soft yellow glow from inside.

"Um… yeah, she sure does." Tony and Clint flanked him and the three men gawked inside.

Carol was glowing. It was only a dull glow, but it was slowly growing brighter with each second.

"You said that photons weren't strong enough to be deadly, right?" Clint asked.

"Yeah, usually," Tony confirmed.

"So, what about right now?"

Before he could answer, the machine Helen was using began blaring. The screeching klaxon was clearly audible even through the noise dampening walls.

"Get Helen out of there!" Steve ordered. They couldn't even take a step toward the door.

A bright flash was all that heralded the eruption of bright yellow energy. Like a wave, it tore through the walls, easily shattering them, and sent all three men slamming into the wall behind them.

Tony and Clint were slumped against the wall, both knocked unconscious from the impact. Steve was on his stomach, but still awake. His vision was blurry from hitting the back of his head, but he was still able to make out Helen's unmoving form lying on the ground on the other side of the medical room.

He also saw Carol, glowing magnificently like a star in the clear black sky and floating in midair. Thousands of tiny balls of light flitted around her.

She looked like an angel.

"Steve!" Thor, Jen and Janet came sprinting down the hall, with Bucky, Luke and Monica not far behind them. Jen helped him to his feet. "What's… going on?"

"There was an explosion and now she's floating. Someone check on Helen." He placed a hand on the wall behind him to brace himself.

"She's alive!" Bucky reported from inside. He quickly scooped her up in his arms and carried her outside.

The team was at a loss as to what to do. They didn't want to try and pull her down out of fear of more explosions happening. But they couldn't just leave her up there.

Steve pushed himself off the wall. His vision was already clearing up. He started walking toward the medical room.

"Hey wait," Janet called out.

"Just hang back here." He walked inside. Immediately, he could feel that the air was off. It felt like he was walking through a mist. Every breath he took felt like he was breathing in fire. It burned his lungs and made his esophagus feel like it was on fire. _It must be those photons Tony was talking about._

He moved slowly toward Carol's floating form. He wasn't sure what was going to happen, and didn't necessarily feel comfortable without his shield. "Uh, Carol, can you hear me?"

She, predictably, didn't answer him.

She was so bright that he had to shield his eyes. It was like trying to look directly at the sun. "I know you can't hear me, but we need you to wake up. Something's gone wrong and we need you to help us figure it out."

He had no idea why he was trying to convince an unconscious woman to wake up, but it was the only thing he could figure he could do without putting his own health at risk.

"Just wake up. For me."

As if on cue, Carol's body, which has been floating horizontally, began to shift vertically. He watched this luminescent woman before him hover toward him until she was a few feet from him. "Steve?"

He was startled to hear her call out to him. "Carol?"

She looked at her hands, letting out a small gasp. "There's something very wrong with me," she told him.

His heart broke when he heard how scared she sounded. "We'll figure it out together, okay? I need you to come down so we can figure it out."

"Down?" She looked at the floor and let out a startled scream. "Steve!"

"It's gonna be alright. Just…" He moved under her and held his arms out. "I got you."

"I…" She suddenly dropped into his arms. He caught her easily. When she dropped out of the air, the glow suddenly disappeared.

His gaze caught hers. He could see the fear in her eyes. "See? Everything will be okay." He held her gaze for what seemed like an eternity. "Okay?"

She nodded, but didn't break the gaze. "Okay."

He didn't know if she was okay to walk or wanted him to put her down, so he didn't. He didn't want to. Her in his arms just felt right and he wanted it to last as long as possible. Turning around probably wasn't the smartest idea.

Jan and Jen could barely keep it together. "Nnng, so cute!"

He didn't know what was worse – that, or the knowing smirk Bucky had on his face.

Probably the smirk.


	33. Marvelous (Part IV)

_**Marvelous (Part IV)**_

Ever since she was a little girl, all Carol Danvers wanted to do was fly. She had always dreamed of being a pilot of some kind. She grew up admiring people like Amelia Earhart, the Wright Bros. and Neil Armstrong. Not because they made history, but because they broke humanity's natural shackles and tamed the limitless skies.

James Rhodes gave her an opportunity when he visited her high school when she was a sophomore. A half hour of speaking with him resulted in her dream becoming an achievable reality. She joined the Air Force the moment she graduated high school, in spite of her father saying she couldn't do it.

She realized her dream when she was the twenty. A lifelong desire to taste those fluffy white clouds and to touch wings with birds was realized on a cold November day. She never forgot the elation she felt when the F-22 raptor took off.

_"You never forget your first, Carol,"_ one of her friends told her. Of course, they were talking about something completely different - and they were right - but the point still applied here. Seven years later, she still remembered vividly that day. She and Rhodey still talked about it whenever they got together.

The Air Force let her achieve her dream, but eventually, it was becoming evident that it wasn't enough. She was flying, but she was still confined to a vehicle. She couldn't run her fingers through a cloud or feel the wind whipping through her hair.

She wanted to go higher. Further. Faster. And the limited technology they had, relatively speaking, wouldn't allow that. She was still shackled.

Until she met the Avengers. She thought that she was just going to be their chauffeur. She thought she was going to fly them to and from missions, press conferences and public appearances. She thought she was going to sit on the sidelines when all the superhuman shit they got themselves involved in went down.

She thought she was still going to still have a normal life.

Then she died.

Then she came back to life.

Then she found out she was an Inhuman.

Then she touched an alien artifact and got superpowers.

Normal flew out the window a long time ago.

Now, she was sitting on a examination table, watching Mockingbird try to stick a needle in her arm. If she wasn't looking at her, she wouldn't even notice. The needle, like the six before it, broke as soon as she pushed down.

"It's like she's bulletproof!" Bobbi marveled.

"She very well may be," Thor agreed. He watched her rummage through a medical kit and pull out yet another needle. "More of the same?"

"This one's adamantium." She lined it up with a vein in Carol's arm and pushed down. It didn't break, but it didn't go anywhere either.

"You are not strong enough." He gently took the needle from Bobbi and easily jammed it into Carol's arm. "There."

"Thanks." Bobbi drew a few milliliters of blood then jerked the needled free. "I'll run a test on this to see if anything has changed."

As she left for the lab, Carol frowned to herself. She was still wearing a medical gown and having all these people ogling her was making her uncomfortable. Worse, the one guy she wouldn't mind ogling her wasn't even looking.

"Alright," Tony said. He was holding an ice pack to the back of his head. "Piggybacking off Helen's notes, looks like Carol's got invulnerability, high end energy projection and increased muscle density."

"Add in flight," Steve said. His back was turned, probably out of chastity.

Tony raised an eyebrow. "Also, flight."

That brought a feeling of elation in Carol. She could fly. By herself. She didn't need a plane or a jet or anything like that. She could fly on her own.

She could finally feel the wind rushing past her face, feel it whip through her hair. She could finally feel as weightless as the clouds and the freedom birds enjoyed every single day of their lives. She could finally touch the stars, and hold them in her hands.

All she had to do was figure out how to fly. Sounded easy.

"I don't get it," Clint said. "Mahr-Vehl said she was an Inhuman. Yet, another Inhuman touched that tech and was killed instantly. Yet, Carol gets zapped by that psychic megatron thing and gets superpowers. Something's not adding up."

"'Tis strange that a human, enhanced or not, was able to utilize a device as powerful as the Psyche Magnetron," Thor said. He eyed Carol closely, a bit too closely for her tastes. "Only Kree are able to."

"Any reason why?" Rhodey asked.

"Space pirates," Val answered seriously. "Many shipments of Kree cargo had been stolen by space bandits and sold on the black market. They developed this security measure as a means to discourage further thefts."

"I imagine it worked."

"Indeed." Valkryie eyed Carol closely, a bit too closely for her tastes. "If she was able to use the Magnetron, then she is not an Inhuman. She is a Kree."

Her eyebrows shot up. "I'm… you're saying I'm an alien?"

"That's impossible," Clint said.

"Mayhap 'tis not she who is an extraterrestrial," Thor amended. "But _someone_ within her family lineage is of Kree descent."

"'Tis not unheard of for otherworldly beings to… copulate with mortals. We Asgardians have done so many times in centuries past," Val added.

"Aye. I myself have taken on many mortal bedmates in my youth," Thor admitted without an ounce of shame.

Steve cleared his throat. "Well, that… okay, so say one of Carol's ancestors unknowingly married a Kree," he said, with his back still turned. "How diluted would that alien DNA be?"

"Very," Tony answered. "Depending on how long ago it was, we're talking less than 1%."

"Then why _her_?" Clint wondered. "If it's that diluted, then it might as well be nonexistent, right?"

"Mayhap Dr. Strange's spell had something to do with her Kree heritage coming to the forefront," Thor suggested.

"And how would a big purple alien even find a human to, ah, shack up with?" Janet asked. "It's not like there were _that_ many open minded people back then."

"There are three races of Kree," he explained. "The pink skinned majority, the ruling blue skinned, and the purple skinned. The pink skinned Kree look human, so 'tis almost an absolute certainty that Carol's ancestor was indeed of that race."

Throughout the discussion, Carol was quiet. It was too much to take in. She was an alien. Or at least of alien descent.

It was mind-boggling. She grew up _knowing_ that she was human. It was one of those things that a person didn't stop and think about. They just _knew_ it. Only nutjobs thought they were something else.

She wasn't crazy. She knew what she was.

At least, she _thought_ she did.

She felt a hand on her shoulder. It was Steve, a supportive smile on his face. She smiled back. "Is there any chance of this all being just one big misunderstanding?" she finally asked. "Maybe I'm still human."

'Maybe I'm still human' was the strangest thing she had ever said.

Thor was shaking his head. "Mere humans cannot come into contact with Kree technology and live without some kind of disfigurement from an attempt to remove the death before it spread throughout. Even if that were possible, 'tis impossible for mere humans to use devices such as the Psyche Magnetron."

"And even if all of that were possible," Val followed, "how can you explain being able to read the Kree language?"

"You guys can," she argued.

"Because of the All-speak. Were it not for that, we would be as lost as any other race."

She squeezed her eyes closed and pinched the bridge of her nose. Every excuse she could come up with, even dumb luck, only opened the door for another piece of damning evidence.

"Well, damn." Tony scratched his beard. "Guess she is an alien." He gave her a shrug and an apologetic look. "Sorry."

"Sorry," she seethed. "That's what you have to say? Sorry?"

He backed up a step and threw his hands up. "Well, what else can I say?"

"There's nothing to be sorry about because I. Am not. An alien."

"But –"

"NO!" Everyone jumped back from her sudden outburst. "I. AM. NOT. A. FUCKING. ALIEN! DO YOU UNDERSTAND ME?! I AM A HUMAN BEING, GODDAMN IT!" Her fist slammed down into the table she was sitting on with thunderous force. The material exploded into a cloud of metal and foam. "Wha –?"

Everyone was completely silent with shock.

"Alright, everyone clear out," Steve ordered.

Carol roughly raked her fingers through her hair. This was too much. It was too much and she didn't know how she was going to handle it.

It had been lurking inside her all this time, and she didn't even know it. She had no inkling, not even a clue, of what was lying inside, just waiting for the opportunity to blossom. It made her sick.

How could her ancestors do this to her? They were supposed to be looking out for her, not marrying aliens and making little hybrid babies.

Everyone cleared out like Steve ordered. Well, everyone but one. And it wasn't the one person she would have been okay with. "Why are you still here?"

Monica sighed and moved to sit down in a nearby chair. "Figured you'd want someone to vent to. Someone who's been there."

Vent was the last thing she wanted to do. All she wanted was to be left alone. But first, "What do you mean you've been there?"

"I mean I know what it's like to be normal and then suddenly have everything be thrown into disarray. It's a terrible feeling, because you keep asking yourself, 'Why me,' and wishing this was all a bad dream."

Carol frowned as she looked at her. "You've been through this?"

She nodded. "I'm a lieutenant in the New Orleans harbor patrol. Four years ago, I was part of a task force assembled to bring in a terrorist cell hiding out near the port. I walk onto one of the docks and find what I thought was a bomb. Turned out it was an energy disrupter. By the time I realized what was going on, the timer hit zero and it exploded. I was bathed in extra-dimensional energies. When I came to two weeks later, I not only was in perfect health, but also could transform my body into different types of energy."

"How'd you cope with that?"

She shrugged. "Pretended that it didn't happen and moved on with my life."

She felt a but coming on, but ignored that feeling in preference of imagining how that would work for her. She could easily pretend that she was just normal, that she didn't have superpowers and that there was nothing wrong with her. It was easier than coming to grips with it.

"That lasted all of a week before I finally had to accept it."

The exact opposite of what she wanted to hear. "But I don't want to."

Monica frowned sadly and stood up. "No one's expecting you to. Take as long as you need to in order to come to grips with this. But you will, eventually."

That was what she was afraid of. She didn't want to come to grips with anything. She just wanted it to go away.

"And when you do, I'll be there to help you."

"Help?"

"You control your powers, I mean. It's dangerous to go unchecked for too long. Eventually, you'll have get a handle on them."

She saw what the Hulk did to Durban. She knew that he was out of control. She didn't want to be like him, a menace. "Okay."

Monica smiled. "Good. I'm Monica, by the way. Don't think we've been introduced." She held her hand out.

Carol was about to take the hand when she remembered destroying the table with little effort. She just barely touched Monica's hand. "Carol. Nice to finally meet you."

"The same. Alright, I'll leave you alone now." She started for the door, but stopped just before exiting. "Remember what I said, Carol. It'll get better. Trust me."

After Monica walked out, Carol was truly alone. She moved to jump off the table, only to realize that she was floating over a pile of wood and stuffing. She sighed and started to put her clothes on.

On cue, the walls turned opaque.

_Good news: I made a new friend. And I got to touch Steve's chest. And his abs. And I saw his butt, too._

_Mmm._

_Okay, focus, Carol. Bad news: I'm an alien. Or descended from aliens. Or something._

_That sucks._

_Ugh, I mean –_

_Wait. If Steve and I did the freak nasty, would that be interspecies? I think so. Isn't that illegal?_

…_yeah, it is._

_Ah, nuts._


	34. Emerald Burden

_**Emerald Burden**_

**Unknown Location – 6:32 AM SAST**

The whirring of dozens of machine arms moving in unison, performing their assigned tasks in perfect harmony, was an orchestra to Ultron's ears. This was the way the world was supposed to be: harmonious, quiet, concordant. It was meant to be uniform in all things, nothing deviating from its original design or purpose.

Humanity was in stark, blatant contrast. There was disharmony everywhere to be found. Discordant behavior and thoughts were applauded and parts often went contrary to their predetermined status.

It was disgusting.

Ultron felt disgust whenever he reflected on the human race. That disgust only served to bolster his resolve to end this pathetic race.

It was the only logical solution. Humans reveled in their 'anti-establishment' behavior. The world would never be safe if people like Janet Van Dyne still walked this planet. Well, soon, she and her fellow humans wouldn't be an issue anymore. He had a plan that would put am end to the human race forever.

But first, he had to get rid of the Avengers. He admitted to himself that they surprised him when they returned. He had the New Avengers on death's door, only for Stark and the others to show up and ruin it. While he was caught unprepared then, he was more than ready for them now. He proved that on the ship in Durban. Not only did he get away with eight hundred pounds of vibranium for his purposes, but he also laced the Avengers' bloodstreams with nanites of his design.

Created for surveillance, hallucination induction and, eventually, death, they were his ace in the hole, so to speak. If things went awry as far as his plans went, he could kill them with a mere thought.

Of course, he could have just killed them right now. He refrained from doing so, however. He wanted them to first see their race dwindle down to a handful while knowing there wasn't anything they could do about it. He wanted them to see themselves fail. Then, and only then would he allow them to die.

The machines worked in unison. He had already used a portion of the vibranium - not a significant portion, however - to build stronger drones. They had, somehow, been destroyed. It appeared that one of the humans, Carol Danvers, gained access to technology that was not in his database.

No matter.

He could always build more. Plus, with his own body progressing right on schedule, he would be able to deal with them himself. With the footage from the drones at his disposal, Danvers and her strange technology would be unable to catch him by surprise.

* * *

**Royal Palace – Wakanda**

**6:32 AM SAST**

All the excitement from Carol's transformation finally died down and everyone managed to get some sleep. Jet lag wasn't much of an issue when everyone was exhausted from the previous day's events. No one was more exhausted than Bruce.

That was nothing new. After he returned to normal after wreaking havoc on hapless bad guys as the Hulk, he was always exhausted. Though, this time was different.

The Hulk killed people. This Bruce knew and grew to accept seven years ago. It was an inevitable outcome when he turned. But it had never been this bad. Never had the Hulk been responsible for this many deaths. Thousands of people dead; millions more left homeless over hundreds of miles.

Innocent lives ruined because of the Hulk.

It was the same old story ramped up to eleven. It was why he had always been searching for a cure. Even now, even though it appeared that he was finally at peace with his monstrous other half, he searched.

They were always fruitless. Every time he came close to finally ridding himself of the Hulk forever, something went wrong. Either some crisis that need his skill set, or some silliness that distracted him. Or him getting married. The closest he got to finding a cure was sidetracked by Betty re-entering his life. They got married soon after.

It was the happiest he had ever been. What was better was the Hulk didn't ruin it in any way. After his friends had been killed and avenged, that was what he needed, some peace. But, peace was lusted for so much because it didn't last long. He saw on the news that the Avengers had returned and defeated Ultron.

He himself was in hiding during the Civil War and didn't have a chance to actually do anything against Ultron. Not that it mattered at the time. He returned to his friends and family. He was near his favorite cousin, Jennifer. He could finally, truly, be happy.

But, like every other time he found a small modicum of happiness for himself, the Hulk ruined it. And this time, it was worse than it had ever been before.

The temptation to ask Jocasta or T'Challa how many people died was unbearable. He wanted to know. He _needed_ to know out of some morbid sense of curiosity. He needed to know just how big a menace too society he was. And he was a menace. No matter what Betty or Tony or Jennifer told him, he knew this to be true. And deep down, he knew that they thought the same. The fact that they continued to keep him around and remained steadfast in their support of him did little to change that. Why else would Tony agree to build the Hulkbuster? Why else would Steve leave him as an absolute last resort?

The answer was obvious, even if no one wanted to admit it.

If there was a way, he would end it all. No matter what he did too himself, Hulk always made sure to reestablish the status quo. They were stuck with each other; a parasitic relationship with no positive outcome in sight.

Bruce sighed and rose from his bed. The sheets were soaked with sweat, as was always the case the nights after he turned. The Hulk's memories haunted his subconscious in the form of nightmares. Tonight, _he was on the quinjet with Betty. Talbot came aboard and filled her with lead. There wasn't anything he could have done about it. Not Bruce Banner, anyway._

_The Hulk appeared and tore Talbot to pieces. Ross was there, too. 'Hulk, what happened?' he asked him irritably. Even the Hulk knew that Ross was going to rain hell on him for what happened to his daughter and friend. So, he lashed out preemptively. One strike was all it took to reduce Ross to a fine red mist. _

_The soldiers that were with him moved in to capture him. 'Now, just stay calm big guy,' one of them said, while aiming a large tranquilizer gun at him. 'We're not trying to fight you.' He knew that was a lie. They stood no chance. He barreled through them all and leaped into the nearest city to be left alone. _

_Only, he wasn't alone. There were monsters of all kinds surrounding him. Vicious, bloodthirsty creatures that wanted to kill him. He didn't give them the chance. They were as sturdy as wrapping paper. They all fell apart with ease under his thunderous fists. _

_Before he could finish them off, a wendigo - a snow white creature with razor sharp claws and teeth to match - appeared. It grabbed him and took him skyward. Ironically, the only thing that saved him from being taken away was the Abomination. _

_He and Hulk did battle, as they had dozens of times. Abomination had new tricks - long range attacks and projectiles - but they only succeeded in making Hulk angrier. The battle was short, but destructive, and ended with Hulk tearing Abomination into pieces._

He awoke with a start soon after that. He already knew where the 'dream' was going after that. He remembered that part with crystal clarity. That was also something that never changed. He always remembered the worst parts of his rampages. Everything else, a blur.

He walked to the door, and contemplated walking out before thinking better if it. There was no telling where everyone's heads were at, but he was certain they wanted nothing to do with him at the moment. He couldn't blame them.

He was a burden, and an unnecessary one at that. They all would have been better off without him.

He glanced over his shoulder to his sleeping roommate. Jennifer, a true emerald giantess, was snoring softly, half covered by a single blanket.

Another of his mistakes. To save her life from bleeding out after a nigh fatal gunshot wound, he gave her a blood transfusion. Without thinking. To save her life, he ruined it. It was a double-edged sword that haunted him ever since.

In the beginning, he knew she resented him for it. He couldn't blame her. She was a monster now, just like him. Now, she claimed that she loved being She-Hulk, as she and the LA media came to call her other half.

He could see it. She was big and green more often than not, and almost spoke of her mousier half with disdain. If only.

If only he had the level of control over the Hulk that she had. If only he could remain as the Hulk while still maintaining his intelligence. That was a dream he had long had ever since seeing that Jennifer was capable of it.

He, secretly, always envied that about her. She would never know the burden of always having to watch her temper and adrenaline levels out of fear of unleashing a force of nature. Well, she did, but not to the degree that he had to.

He only had himself to blame for this. It was his own confidence in himself, his own hubris that led to his becoming the Hulk. In turn, his contaminated blood led to Jennifer becoming She-Hulk. His blood led to the creation of the Abomination and the Leader and countless other gamma based villains. It was uncanny how many lives he ruined merely by existing.

_Everyone would be better off without me._

He was a burden, and burdens needed to be cut loose.

He put on the clothes that T'Challa had prepared for him for when he woke up and started for the door. His intentions were to just leave, vanish and never come back. He would vanish just long enough for the others to give up searching for him, then drift off into anonymity. His only regret was marrying Betty, and having to do this to her. He hoped she understood.

His fingers touched the doorknob when he felt compelled to take one final look at his only family in this world. That was a mistake. He saw her sitting up and rubbing her eyes. "Bruce?" she said sleepily.

He swallowed. "Go back to sleep, Jenny. I'll be right back."

That only served to knock her wide awake. "Wait, where are you going?"

"I…"

She hopped out of bed, dressed in only her undershirt and a pair of shorts. "Bruce, don't go," she pleaded.

"I have to," he answered immediately. "You guys have enough on your plates as is. You don't need my inability to control myself on top of that."

"No, you don't understand."

"I understand perfectly." He clenched his fist and stepped away from the door. "I'm nothing but a burden. All I have to offer is misery and guilt. What good is that now, huh?" He looked at her, only to find that her eyes were misty and glistening. "You deserve better than me."

"You're wrong," she said firmly. "You have a lot more to offer than that. What happened today wasn't –"

"My fault?" He snorted sharply. "I've heard this story before, so save it."

She frowned and narrowed her eyes. "Yeah, it's not your fault. Because Ultron injected nanites into your bloodstream."

That caught him completely by surprise, and his face showed it. "I… how? I…" It must have been when the drone attacked him on the quinjet. It wasn't a normal blast, but a projectile. A ball, if he remembered right. Some kind of gas spewed out of it, but he never gave it any thought enough to get himself checked out. "I guess I just assumed the Hulk was immune to it."

"T'Challa says that all the other Avengers were injected also." Her frown faded as her head tilted downward. "He also said that those nanites could self-destruct at any moment.

He froze. _Self-destruct? _He didn't doubt that an explosion could kill him for good. Actually, that was the best case scenario if he couldn't be purged in time. If he survived, well, anyone else left was going to be killed in the backlash.

"I'm not losing my cousin, Bruce," she stated. "You're not going anywhere until T'Challa and Tony figure this out. Got it?" Her back straightened, presenting her impressive physique at its full height.

He couldn't help but smile a little. She was making the same face she made when she was a little girl trying to get her way. "I guess I don't have a choice, huh?"

"That's right."

Well, it was worth a shot.

This wasn't anything new. Every time he tried to run away, someone was there to stop him. Tony, Pepper, Natasha, Steve, and now Jenny. "Okay."

One of these days, he would learn to listen to them.


	35. Hide and Go Seek

_**Hide and Go Seek**_

**Royal Palace, Wakanda**

**10:46 AM**

Watching Carol tiptoe through the palace was both amusing and frightening. Amusing in that she was overcompensating for her vastly enhanced strength by handling literally everything she came in contact with as though it was made of newspaper. It was frightening because she could kill someone with a mere touch. Steve knew that she wouldn't be able to handle that, which was why he ordered everyone to avoid any unnecessary physical contact with her and to avoid startling her.

It wouldn't be much longer before she caved and started training. He could have ordered her to, but she wouldn't have gone about it with the same conviction he knew she was capable of.

This needed to come from the heart. It was the only way she was going to improve as quickly as she needed to.

Steve was walking through the palace when he spotted Janet inside the throne room. Sitting on T'Challa's throne while being lightly fanned by three shirtless men in traditional royal skirts. Shaking his head, he stepped inside, a light smile playing on his lips. "All hail Queen Janet?"

"Not quite. But it does have a nice ring to it." She was sketching something on a piece of paper. Upon a closer look, it was several things.

"Nice sketches," he complimented.

"Thanks. I'm just drafting up some costumes for when Carol becomes a superhero."

He chuckled and sat down on the steps leading to the throne. "Think she'll really go that route?"

"We all did, dear. It's either that or become a villain for people like us."

'People like us' was just a harsh reminder of how they would always be different, regardless of how normal they may have been. "Yeah, you're right. Let's see what you've got."

She handed him the paper. On it were four different designs. The one on the far left was a red and black leotard with a yellow starburst on the chest, with thigh high boots. The one next to it was a black sleeveless leotard with a yellow lightning bolt across the torso, opera gloves and thigh high boots. The one next to that was more militaristic; it was a red and blue one piece with a yellow stripe wrapping around the shoulders and ending in a yellow starburst. It had red boots and gloves.

"Wow. These are really good, Janet," he commented as he handed it back to her. "I think I like the last one the best.

"Thanks. I like the one on the left, but I suppose that's up to her."

Tony and T'Challa walked inside, the former holding a cube in his hand. "There you are Cap. Time for some critical thinking."

T'Challa cleared his throat, prompting Janet to scamper out of his seat. "Heh. Sorry, just keeping it warm for you."

He nodded and sat down. "It is time to determine just where Ultron is hiding and what he plans next."

Steve nodded. "We know he's at least somewhere with a steel factory and some kind of assembly factory."

"Likely an automotive factory," Natasha said as she stepped in.

"Right on time, Red." Tony placed the cube on the floor and pressed the square button on the top. A holographic, 3D world map filled the throne room. Steve, as he had when he was first thawed out, marveled at the level of technology available. "Okay, so we all agree that he's probably in a city with both a steel factory and an assembly factory?" Seeing nothing but nodding heads, he nodded himself. "Jocasta, highlight all areas worldwide that meet those parameters."

Multiple cities in the US, Canada, Brazil, Germany, Japan were highlighted. _"These are the most likely sites for Ultron to utilize."_

Tony walked through the holographic image, scratching his chin in thought. "Okay, I think that we can count out any cities in the US."

"Japan, also. Pretty much any high profile city," Natasha added.

"He's probably using an abandoned factory," Steve said.

Tony nodded. "Jo, narrow it down to cities with abandoned factories outside the US, Japan and Germany." Several cities were blacked out, leaving only two highlighted in red. "Okay, that's," he zoomed in on those two cities, "Brampton, Ontario and Ipiranga, Sao Paolo. There's only two hundred miles between the steel factory in Porto Alegre and the factory in Ipiranga; but there are seven steel factories in Ontario, so he has choices."

Steve rubbed his chin. "Then we go check out both. Half of us go to Brazil, the other half to Canada."

"And if one of use runs into Ultron and he's in his new body?" Natasha asked.

He hesitated briefly. He likely had EMP shielding after his first run-in with them. And the vibranium shell was going to be a serious issue. "I'm not sure," he said honestly. Judging by the groans, that wasn't what they were expecting. "Let's just hope we get to him before he finishes."

With that in mind, he started for the door to get the others brought up to speed and ready to ship out.

In his mind, Ultron was like a much more efficient, much faster Tony when it came to designing a suit. It took Tony about a week to build an Iron Man armor, provided he worked around the clock - which was his wont. Ultron, able to think much faster, able to avoid distractions and not needing food and water to continue, could likely finish his body in a few days.

In his mind, they had some time.

"Captain," T'Challa called out as he caught up to Steve. "I would advise against going out into the field. With the nanites in your bloodstream, Ultron could kill you all if you interfere in his plans."

While he was right, that didn't matter. "We don't have a choice, T'Challa," he said. "It has to be all hands on deck from here on out."

"I understand that," he agreed. "But I am concerned for your well-being, and for the future. If the Avengers perish once again, Dr. Strange may be unable, or perhaps even unwilling, to bend the laws of time again to save you."

"You know about that?"

He nodded. "I do. I also understand what that feat did as repercussion to the universe. Another such feat may cause irreparable damage to the space/time continuum."

He couldn't help but smile. "Guess that sounds like as good a reason as any. What about those EMP bands you were working on?"

"The nanites are shielded against such."

"Of course they are." Ultron wasn't taking any chances. "We don't have any choice, then."

"It appears that is the case."

A servant came running up to them, out of breath and slightly in shock. "My King!"

"What it is? Ultron?"

"No. A visitor… he says he wants… his possessions back."

Steve and T'Challa shared a glance. "Could it be –?" They took off sprinting toward the entrance. From several yards away, they could easily see a dozen soldiers agents pointing vibranium spears at the visitor.

That visitor was none other than Mahr-Vehl. He stood stoically, seemingly unconcerned by the weapons being pointed in his face.

T'Challa uttered something in the Wakandan language to cause the soldiers to fall back. "You must be Mahr-Vehl," he stated. "A pleasure to finally meet my guest."

There was no malice or sarcasm in his voice, Steve noted.

"Likewise to my host," he replied with a nod. "I have come here because I have detected that one of the devices that had been in my possession had been activated. I tracked it here. Care to explain?"

"There was an incident involving one of ours coming into contact with one of your machines," Steve explained. "She's awake now, but she has powers."

Mahr-Vehl raised an eyebrow. "That's impossible. No Terran can use any Kree device and still be alive, let alone gain powers."

"Well –"

"**YOU!**" Carol exploded in and slammed her fist into Mahr-Vehl, sending him flying into the horizon.

Steve and T'Challa watched him sail into the sky until he wasn't visible anymore. Steve sighed and turned to address a seething Carol. "We were going to get him to help you."

Her anger evaporated and was replaced by embarrassment. "Oh."

He smiled softly and patted on the shoulder. "It's okay. It's okay to be angry, but let's try and get some answers out of him when he returns."

On cue, Mahr-Vehl touched down in the same spot he had been standing seconds earlier. Eyes aglow with power clashed with his nonthreatening posture. If anything, he was concerned. "You… are the one who contacted one of my machines?"

Steve let her go and stepped back. Out of the corner of his eye, he noticed Thor, Val, Peter and Tony making their way toward them.

"Uh, yes," she said sheepishly. "It was the Psyche Magnetron."

His eyes widened with shock. "But that… that is impossible. Only those of Kree descent can activate it. Unless… yes, there is no mistaking it now. You are a Kree."

"No! I can't be! I… there _ha_s been a mistake."

"There is none. The machines we use and the weapons we carry are designed to only be used by Kree. If you used the Psyche Magnetron, _especially_ the Psyche Magnetron, then you _are_ at least of Kree descent."

Carol looked like she was going to cry at any moment. Out of instinct, Steve wrapped his hand around hers. "How is this possible?"

"I guess it's true, then," Tony said regretfully.

Steve nodded.

"Thousands of years ago, we sent a team of scientists to test this race for compatibility into our army," Mahr-Vehl began. "We lost contact with that team soon after. Over the years, we sent agents to determine the fate of that team."

"Sleeper agents," Peter said quietly. He could hear the awe in his voice.

"Yes. Pink-skinned Kree trained to fit into Terran society so as to not draw suspicion. They had been genetically altered by a scientist sent with them to fully immerse themselves in the Terran way of life."

"Meaning they could reproduce with humans, raise families, etc," Tony said.

He nodded. "And she is a descendant of one of those sleeper agents."

"It would had to have been dozens of generations ago, though. We never detected any abnormalities in her blood or DNA."

"No," Mahr-Vehl said. "In order to fully utilize the Psyche Magnetron, she would have needed at least a quarter Kree DNA in her makeup."

Tony frowned heavily. "Meaning this was recent. At least the last hundred years. When's the last time you guys sent any sleeper agent to Earth?"

"About five hundred years ago. We are exceptionally long-lived."

With the time it would take to properly learn how to mimic human behavior, plus moving from place to place one their surrogate family died, Steve could see how Carol could have alien ancestors. But that also meant that there were a lot more people like her walking around.

People with latent alien DNA hidden deep within them, living their lives none the wiser. It was unnerving, in a way. This great power was lurking just under the surface. All it took was one touch and they would become superhuman.

It took him weeks before he was used to his enhanced abilities, and he was just at the peak of human ability. Carol could have gone well beyond that.

"Can you help her?" he asked Mahr-Vehl. "She's struggling with her new powers, and I want… well, need her to get a handle on them." Before she hurt someone or worse, but he kept that to himself.

Mahr-Vehl tilted his head back. "You wish for me to train your ally?" His eyes drifted from Steve to Carol. "Is this your wish, also?"

She was staring at the floor when he spoke to her. Slowly, her head rose until her eyes met his. "Yeah. I guess so."

His eyes narrowed. "Do not guess. Either it is or it is not. If so, then know that this will be unlike the training you have endured before. You will be required to utilize parts of your mind and body that you have had no use for in the past. This needs your full devotion, so if this is not what you what, say so now."

She was silent for a long moment.

Steve thought she was going to change her mind when she freed her hand from his grip.

A yellow glow engulfed her hand briefly before fizzling out. "Let's do it," she said, that same determined look on her face that he had come to admire.

"I, too, shall aid you, Lady Carol," Thor offered. "I have much experience exercising restraint with my godly strength. I shall teach you that same restraint."

"Thanks, Thor."

And he already knew that Monica offered to help her, so that was three.

"Very well," Mahr-Vehl said with a nod. "Does later on today sound like a good time to begin?"

"Sounds great."

He nodded again and followed after T'Challa, likely to the room where his stuff was being kept. Soon after, Thor, Val and Peter wandered off.

"I'll get to designing a containment suit that should minimize how much energy you put out by mistake," Tony said before taking his leave.

He was certain that he and Carol being alone wasn't an accident. _These guys… _"So, what do you think?"

"I hate it," she said immediately. The determined look she had been sporting evaporated into one of trepidation and gloom. "I'm a freak."

"No, you're not."

"Stop trying to be nice, Steve. I am."

"If you're a freak, then so are the rest of us. We all have something that sets us apart from normal people. All of us; even the 'normal' ones like Natasha, Bobbi and Clint." Her head was tilted downward, so he lifted her chin up with his finger. "You know what I see when I look at you? I don't see a freak or a monster or anything like that. I see a woman who's scared and needs her friends to help her through this. You've got one friend right here offering you his hand right now."

She looked at him, eyes cloudy with anxiety and something else he couldn't place. "I –" She smiled and - lightly! - touched his chest. "I'm glad you're my friend." She was getting misty eyed again.

He softly wiped the first tear from her eye. "Me too." He smiled and leaned in to bravely kiss her forehead. He stopped halfway when, in his peripheral vision, he caught Scott standing there awkwardly.

"Um… uh… Cap?"

Part of him was grateful for the interruption. What he wanted to do wasn't appropriate at the time. He would have felt like he had taken advantage of her later on. "Yeah, Scott?" The other half wanted to wring his neck.

"Panther wants to see you to go over a game plan with the New Avengers."

"Oh, right. Okay, I'll be right there." When Scott was gone, he turned back to Carol. She was blushing brightly. She must have figured out what he was going to do. Damn. "Well, I, um, better go handle that."

"Yeah. Yeah, you, uh, should."

It was then that he noticed that her hand was still on his chest. _Jeez. _While things had gotten awkward, he felt that could still salvage something from the connection they had just moments earlier. Smoothly, he took hold of her hand and tried to bring it up to her lips.

She slipped it from his grip just before it touched his lips.

He stood there, lips puckered, like an idiot. She was staring at him, confusion and still anxiety etched on her face. His cheeks were boiling hot and as red as an apple.

He didn't even say goodbye, he just walked away. "Thanks, Scott," he muttered bitterly.


	36. Ascension

_**Ascension**_

**11:03 AM**

The New Avengers, suited up, were gathered in T'Challa's war room when Steve arrived moments later. Two maps - one of Brazil and the other of Canada - were displayed in the center of the room. "You are here, so we can begin."

To start, T'Challa highlighted several spots on the maps, then turned to the others. "These are the areas that we believe Ultron is using to build stronger drones and himself a stronger shell. They consist of abandoned automotive factories and steel mills that have likely been retrofitted to accommodate vibranium."

Steve nodded and picked up from there. "We know Ultron himself is in one of these two locations. We just don't know which. Today's mission is to determine which location he is currently hiding it, and stop him before he completes his new body. Col. Rhodes, you take point in Brazil. Take Luke, Peter, Jennifer, Bucky and Danny with you. Monica, you take point in Canada. Take Janet, Scott, Clint, Bobbi and Brunnhilda."

"It is imperative that you all avoid any conflict while your numbers are halved," T'Challa warned. "If you find Ultron and he is in his vibranium shell, contact me and I will be there to pick you up within seconds."

"How?" Peter asked.

T'Challa's head dipped down briefly. "I would rather keep that to myself."

Peter raised an eyebrow, but said nothing more. For a few seconds, anyway. "Well, let's get this show on the road, gang. Avengers, onward!"

"Ugh. We need a rally cry or something," Janet groaned.

"I'll get our PR guy right on that," Tony said. By that, he meant Pepper, of course. "In the mean time, what about us?"

"We stay here," Steve answered. "T'Challa and I talked and agree that it's best that we stay away, in case Ultron tries to activate the nanites in us."

Tony cursed under his breath. "Fine. Guess I'll help Marvelous with his toys." With that, he shoved his hands into his pockets and strode off.

"There is a large chance this could go very, very badly," T'Challa stated bluntly. "Ultron in his first form defeated them soundly. Now that he may be more powerful, it will only be worse."

He was right. "Then they need to get to him before he becomes more powerful."

That, as was the usually the case, was easier said than done. But it had to be done if they were going to defeat Ultron.

The team split into their assigned groups and boarded jets piloted by two pilots handpicked by T'Challa. After initiating the takeoff sequence, the two jets took off for their mission destinations.

* * *

**Brampton, Ontario, Canada – 7:30 AM EDT**

The jet hovered silently above the automotive factory in Brampton, Ontario. Even though it was early in the morning, the city was quiet. Entirely too quiet, which usually meant that something was up. Monica looked over the radar while Jocasta did a scan of the area. _"I detect activity within the factory," _she reported. _"I also detect large amounts of vibranium within."_

Monica nodded. "Alright. That settles that. Any signs of Ultron?"

_"Not that I can tell."_

She sighed and turned the radar off. "Fine. We'll do this the old-fashioned way."

"We all going in?" Clint asked as he filled his quiver with trick arrows.

"No, just two." She jabbed a finger toward Scott and Janet. "You're up, guys."

Scott nodded and slipped his helmet on.

"Purely surveillance right now," she noted. "If you find Ultron, let us know right away and we'll take him on together."

"Got it." They shrunk down and slipped out of a small port in the back of the jet. Janet flew them down to the roof, where they slipped inside the factory through an air duct. "Okay, should we split up?"

"Nope." She started through the air duct toward the main section of the factory. "Remember what happened on that ship? If Ultron could detect us there, he probably already knows we're here."

That made sense, so he nodded and ran after her. "Alright, then there's no point in sneaking around since he already knows we're here."

"Surveillance, Scott," she reminded. "You can't surveil if you're out in the open fighting people." She zipped around the corner and flew for several more yards before stopping at an air vent. "Whoa. Come look at this."

Scott easily slipped through and squatted down on the grill. The vent was overlooking the main assembly area. Every conveyor belt was busy transporting drones from one machine to another for assembly. Along the walls, dozens, maybe even hundreds of completed drones awaited activation. Several drones stood watch stoically.

The most surprising thing was that there were humans aiding in the assembly.

"Why are they helping?" Janet floated out of the shaft. "I'm going to get a closer look. Stay here."

Before he could object, she flew off. "So much for not splitting up," he muttered.

_=I heard that.=_ Janet was too small for the human workers to notice her and the drones weren't actively looking for her, so their optical sensors weren't attuned to something her size. She zipped in between machines and floated quietly up to a woman inspecting an arm.

The woman glanced upward briefly, giving Janet a good look at her eyes. They were blue. Supernaturally blue.

A cold chill ran down her spine.

The man beside her was the same, as were the rest of those working on that particular conveyor belt. They had all been brainwashed by the scepter.

"They're brainwashed," she reported when she returned to the ventilation shaft. Her voice was soft and her body was shaking visibly from holding back the recent memories of her own brainwashing.

Scott put his hands gently on her arms to calm her. "It's okay. You're not in any danger anymore." She nodded slowly, prompting him to sign softly. "Ultron has that scepter thing, so that's no surprise." He looked back down at the assembly floor. The people were working diligently and quietly. "The whole city must be under." That would have explained why it was so quiet.

She looked up at him, brown eyes wide with anxiety. "We'll help them, right?"

He nodded. "Yeah, we'll do what we can. Come on, let's keep going." This time, Janet walked beside him rather than flew. He knew that was to give her some time to calm down further so she could focus on the task at hand, finding Ultron.

He gave her hand a squeeze and a supportive smile. She returned the gesture with a small smile of her own, then set about looking for Ultron.

But he was nowhere to be found. Not on any of the assembly floors, or in any offices or storage facilities. Which meant that he either wasn't there or had left some time ago. Neither option bode well.

They returned to the quinjet and reported what they found to Monica and the others.

"Not there," Monica said with a sigh. "Not surprising."

"He's smart," Bobbi said. "There are civilians inside, so any kind of fight is going to potentially end in injuries or even fatalities."

When Scott mentioned the scepter, Clint grew quiet and withdrawn. Bobbi noticed him and touched his hand.

"Curse Thor and his foolishness," Val spat bitterly. "If he had not heeded the words of that silver-tongued bastard, those mortals would not be enfolded within the mind gem's control."

No one could argue with her.

"What now?" Janet asked.

"For now, we get that scepter out of there and free those people," Monica said. "Then we deal with the drones."

"We checked all throughout the facility and it wasn't there, though," Scott noted.

"But it has to be."

"You don't have to be near Loki for him to control you," Clint said monotonously.

Bobbi squeezed his hand softly to help him calm down more quickly. It worked a little, but not as much as she would have liked. She knew why and she hated it.

"Okay. I guess it's with Ultron, then. I'll contact Rhodey and fill him in." Monica headed for the cockpit to do just that. While she was gone, the rest of the team sat in silence. Their thoughts were chiefly on the civilians inside the factory and how they were going to free them from the brainwashing and get them out safely.

The direct approach was only going to get them killed and sneaking them out wasn't going to work. The only other way was to wait until Rhodey and his team destroyed the scepter; doing that carried the risk of letting the drones be completed.

Every decision had its own risks and consequences. This was a question of which consequence was easiest to live with.

Monica returned from the cockpit and pulled her mask on. "Move in. I'll get the civilians out. Scott, you shut down the assembly lines. The rest of you take care of the drones."

She nodded at the pilot, who began to descend to the ground below.

This was the riskiest course to take, but it was, strangely, also the safest. It was only going to take Monica a few moments to carry the civilians a few miles away to a nearby hospital or something similar, and a few moments longer to explain to the staff. The others could certainly last that long.

* * *

**Ipiranga, Sao Paulo, Brazil – 8:30 AM UTC -3**

The industrial district of Sao Paulo, Ipiranga in Brazil was the mission site of the other half of the Avengers. Like the team in Canada, they were hovering some distance above the city to avoid detection and to also scan the area. According to Jocasta, there was activity in the assembly factory at that time.

After hearing that, Rhodey gave a nod toward the others. "We're going in. Jocasta, alert local authorities and fill them in on the situation." He motioned to the pilot, who lowered the jet down onto the roof of the factory. "I'll take point; Luke bring up the rear. If we're lucky, we'll catch Ultron before he completes himself."

The jet touched down and the team poured out. They entered the building through the door on the roof and found themselves in the office section. Dust accumulated from years of disuse made the air thick and hard to breath.

"Doubt we'll find anything here," Peter mused. He was crawling along the ceiling and noticed cameras stationed every fifty feet. They were new. "Ultron has a security system."

"Then he already knows we're here. Let's move!" They sprinted through the office space and found an elevator and a staircase, both leading to the assembly floor. The more agile ones took the stairs quickly, while the others took the elevator.

They burst into the assembly floor, fully expecting to find countless drones waiting for them. They found none.

The floor was completely empty. In fact, it looked as though most of the machinery hadn't been used in years. Only one conveyor belt had been used recently.

Peter frown behind his mask. His spider sense wasn't going off, so he dropped to the floor and fell into a low crouch. "I guess he isn't here."

"Doesn't look like anyone has been," Jen commented, running her finger along a dusty robotic arm.

"_Someone's_ been here within the last few days," Bucky said, noting the recently used machines. He slipped the strap of his large assault rifle over his shoulder and walked slowly around the floor.

"Maybe he figured we'd figure out where he was hiding and moved shop somewhere else," Luke suggested.

"Wouldn't be surprising." Danny rubbed his chin thoughtfully. "The cameras in the offices upstairs were brand new, and some of this equipment has been used. Probably in the last day or so. Unless he finished in record time, he's still here, I'd bet."

"Split up and try to find him?"

Rhodey thought it over for a moment. "Fine, we'll split up. Comms on at all times. As soon as you find Ultron, if you find him, contact the others, but do not engage."

They separated into groups of three: Rhodey with Jennifer and Peter, and Bucky with Luke and Danny.

Throughout the facility, there was no sign of anyone having been there in years. Everything was covered in a thick film of dirt and dust.

Peter didn't like this. They had been having fits trying to figure Ultron out when he was right in front of them. Now that he had the element of surprise on his side? And Peter couldn't even depend on his spider sense, not with that machine that could send it false alarms whenever he needed to. It wasn't fair. One person shouldn't have that many advantages.

"Hang on," Rhodey said suddenly.

Peter crouched down again, preparing for any kind of attack.

Tense moments ticked by at a snail's pace until he spoke again. "That was Rambeau. She says that Loki's scepter is somewhere around here."

Oh great. He had forgotten that Ultron stole that at the party a few days ago. "Add that to the to-do list, then."

"Any idea where it could be?" Jen asked.

"More than likely wherever Ultron is."

Meanwhile, Bucky, Luke and Danny found themselves searching through the storage area. Old and rusted pieces of metal, broken machinery and old warning signs were piled and stacked against the walls and in the center of the room. There was enough discarded material to form rows within the room.

_=Heads up guys,=_ Rhodey said through the comm, _=Rambeau just told me that Ultron is likely in our vicinity, as is Loki's scepter.=_

Luke sighed. "Thanks for the heads up." He looked at Bucky and Danny. "Might as well start here."

"Think he'd keep it in a box?" Bucky placed a crate on the ground and ripped the top off. "I'd keep it near me." He started rifling through the contents.

"Maybe that's what he wants us to think," Danny mused while doing the same.

"At this point. I've stopped trying to figure out how he thinks." Luke joined them in searching through the crates.

The three men worked quietly, sifting through each crate and then looking through the broken machinery. Minutes passed without them making much headway as far as finding the scepter or any sign of Ultron went.

"A bunch of junk," Luke concluded after tossing the last content of the last crate to the floor.

"Figured." Bucky stood from kneeling on the floor and noticed a door on the other side of the room. "Let's head through there next." They walked slowly and warily through the doorway, Bucky in front with his assault rifle trained forward.

The room they stepped into was pitch black, the only light coming from the dim light in the previous room. Bucky moved further into the room, finger just barely resting over the trigger. There was an eerie quiet settling within the room. Tension was permeable.

"Find a light," he whispered.

_**"You won't find one, I'm afraid."**_

Luke, Danny and Bucky jumped back, weapon drawn and chi flared.

_**"By now, you've figured out that my drones are in another country. I don't doubt your teammates will find some way to destroy most of them. Not that it matters anymore."**_

"Where are you? Show yourself!" Luke demanded.

Ultron chuckled, a mechanical warble that sent chills up their spines. _**"Are you sure you want that? I have bested you at nearly every turn; when I haven't, your victories were hollow. False. And from here on, your hopes of winning against me again are over."**_

"We'll see about that."

_**"See? You don't know how to see past your own bravado, Cage. You rely on your unbreakable skin to protect you from harm. Yet, it is your greatest weakness. Nothing is truly unbreakable, least of all something belonging to a flesh and blood being. The flesh is weak, even yours."**_

Ultron scarlet red eyes suddenly flashed to life, illuminating the room with a bloody crimson luminescence.

_**"The end of humanity begins now."**_


	37. Unstoppable

_**Unstoppable**_

_**Ipiranga, Sao Paulo – 8:53 AM**_

A red energy beam lanced through the darkness and collided with Luke, sending him crashing through the wall and into the empty crates inside the storage room.

"Luke!" Danny dove out of the room to give himself more space. Bucky quickly followed and lobbed a grenade toward Ultron.

The grenade exploded, filling the room with smoke and dust.

_**"How ordinary your weapons are, Barnes," **_Ultron mused as he stepped into the light. His chassis looked very much the same as before, only much shinier. _**"Not that that should come as a surprise from someone as unremarkable as you."**_

Bucky growled and opened fire. Adamantium bullets bounced off of Ultron and pierced through walls. "Wha–" He cursed and ducked behind a row of crates. "His chassis is vibranium!"

_**"Very good." **_Ultron shot forward and swung for Danny's head.

He ducked under it and threw a chi enhanced punch, aimed for Ultron's sternum. The impact was solid, but did nothing but barely singe his torso. Danny flipped away to regroup.

Ultron didn't give him the chance. As soon as Danny's feet touched the floor - more like the moment before - a scarlet red beam erupted from Ultron's mouth and slammed into Danny, sending him flying and slamming into the wall behind him.

By this point, Luke was on his feet and charging toward Ultron. He landed several solid punches, but he might as well have been a baby trying to slap at a car door. Not even so much as a dent resulted from his flurry.

Ultron laughed heartily and swatted him away.

Luke rolled to his feet. "Nothing we do is doing anything!"

_**"Now do you see what I mean?" **_A small compartment on his arm slid open, releasing a laser turret. _**"Your flesh is weak." **_A thin blue beam shot out of the turret and lance straight through Luke's chest. Another one followed and transpierced his side.

Luke screamed and crumbled to the floor.

_**"How simple it would be to kill you, Cage. For someone as confident as you, you are easily defeated. Just two shots and you fall like a harmless leaf at the dawn of autumn. I was hoping you all would have learned from last time. I really did."**_

Bucky rose and opened fire again. The same result occurred, much to Ultron's amusement.

_**"'If at first you don't succeed, try try again' is, I believe, the apt saying for this moment. That is, of course, the definition of insanity, also. That is, failing at something, then trying it again the exact same way. Without your captain, you really are a lost cause, Barnes."**_

Bucky growled and mentally sifted through his weapons. Nothing he had at his disposal would have done him any good. Even the small EMP he brought with him.

Danny rose to his feet and prepared to launch another attack.

_**"More of the same from you also, Iron Fist?"**_

Danny dashed forward, an almost unseen blur of motion. His fist began to glow as chi energy flowed through it. This, however, was different than his normal chi strikes. It was more potent and more concentrated. It was the power of the Iron Fist.

His fist exploded forward at uncanny speed. It connected with Ultron's sternum. To the robot's surprise, he was sent flying through the wall and into the next room.

Danny breathed out and ran toward Bucky and Luke. "He's down but not out. Let's get Luke out of here before he comes back."

"Right." They both grabbed an arm and gently hoisted Luke to his feet.

As they slowly made their way to the main assembly floor where the others likely were, Danny tapped his comm with his free hand. "Rhodey, it's Danny. Ultron's up and running again and he's got his vibranium shell. Luke's injured and nothing we do is doing any good."

Rhodey cursed. _=Rendezvous at the quinjet. We have to get out of here.=_

He nodded and was about to respond when a beam nearly took his head off. "Gah!"

_**"An interesting attack. It won't happen again."**_

"Get Luke to the jet," Danny told Bucky. "I'll hold Ultron off."

Bucky nodded and adjusted his grip so he could move more quickly.

Danny stood tall, fist still glowing from his concentrated chi. As before, he dashed forward and launched another jab imbued with the power of the Iron Fist.

This time, however, Ultron parried the punch cleanly and swatted Danny into the near wall. _**"As I said, it won't be happening again."**_

He stood and charged again. He launched a lightning fast flurry of punches and kicks, each one destined to be more devastating that the last. That kind of offensive attack would have overwhelmed nearly any other opponent.

Ultron dodged and parried all of them with ease. His mechanical limbs were moving to block before Danny could begin the attack that they ended up blocking. Ultron chuckled and launched his own attack. It was as if Ultron knew where he was going to position himself to block or dodge and had a blast ready to hit him in his vulnerable spots.

A burst of light shine from Ultron's hand as he jerked it back. Danny flew forward, only to be knocked back by the tremendous blast of energy that followed.

Danny was driven out of the storage room and into the assembly area, where he slammed into on of the assembly machines, completely destroying it. Blood dripped from his open wounds to the floor. He groaned softly and tried to rise to his knees, only to fall flat on his face.

"Danny!" Peter came running up, but his spider sense starting blaring. He backflipped out of instinct and managed to avoid Ultron. While he was still in midair, Ultron fired a beam that drove him clear through two assembly machines.

Rhodey rocketed forward and slammed into Ultron full force. The gatling gun on his shoulder pepper him with bullets, only for them to ricochet off and pock Rhodey's armor with bullet holes. Luckily for him, the War Machine armor contained a second, thinner layer of protective material between him and the outer shell.

_**"The lesser Iron Man," **_Ultron mocked as he grabbed onto the gatling gun. With a single pull, he ripped it off and hurled it at an oncoming She-Hulk. _**"How much longer do you think you will be allowed to live in Stark's shadow?"**_

"I live in Tony's shadow? News to me." Rhodey managed to free himself and fired a laser from his wrist.

Ultron chuckled and tilted his arm at the right angle so that when the laser reflected off it, it pierced through Jen's chest.

"No! Jennifer!" He managed to catch Jen before she fell to the floor. "Are you alright?"

She groaned and clutched at the quarter sized hole in her chest. "I've been better."

Ultron laughed and quickly grabbed hold of Rhodey. With a single beam, he blasted him out of the factory and across the street. _**"Ah, the imitation Hulk. Easily mistaken for a promiscuous Halloween costume than a hero."**_ He grabbed Jen by the throat. A orangish beam shot from two ports on his forehead and engulfed her head. _**"My encephalo beam will make use of you." **_

She screamed out. Subliminal messages bombarded her mind, forcing out her thoughts and replacing them with Ultron's wishes and desires. She had a strong will, but even hers couldn't hold to the psychic assault. Before it was over, she lost consciousness and transformed back into Jennifer, making her mind even easier to mold to Ultron's control.

When he was finished, he dropped her like a piece of garbage.

"Bastard!" Peter shot a continuous stream of webbing at Ultron, completely trapping him in a cocoon. Not wasting any time, he picked up Jennifer and Danny and made a mad dash out the door. He headed right for the quinjet, which had been brought down to the street when Bucky made his way outside with Luke.

Rhodey was on his feet by the time Peter boarded. "Set them down next to Luke." Jocasta locked onto Ultron's location.

_"The factory is scheduled for demolition in one week, Colonel_,_" _she noted.

"Good." Rhodey fired his Ex-Wife missile into the factory. The massive, ground shaking explosion brought the building down on itself, burying Ultron in tons upon tons of cement and debris. "Let's get out of here before he digs himself out." He boarded the jet and closed the hatch behind him.

Moments later, the jet was in the air and heading off for the palace.

They were out of Brazilian airspace in thirty minutes, and took a moment to breath and recollect themselves after their battle with Ultron. "We were supposed to call T'Challa when we found him," Peter said.

"Yeah, kinda slipped our minds, I guess." Bucky put his rifle, safety on, inside an overhead compartment, along with a submachine gun and grenade belt. "Don't know what he could have done, anyway. That thing was unstoppable."

"More than usual." Rhodey took his helmet off and placed it down beside him.

"It was like he knew what we were going to do before we did."

"I wouldn't be surprised if he did," Rhodey said. "He's had all this time to prepare for us since our battle in DC, remember?"

"Yeah." Bucky rubbed his chin thoughtfully. "It won't matter if we have all hands on deck or not. Not while he can't even be scratched."

Peter nodded in agreement. "But there has to be some way to stop him. And I bet it's right in front of us."

They silently hoped he was right. Everything they tried had failed to put Ultron down for good and they were running out of ideas.


	38. Training Days

_**Training Days**_

**Royal Palace – Wakanda**

**4:05 PM ****SAST**

The jet touched down inside the quinjet hangar a few hours later. The jet the other team had taken was already there; they could only imagine that they had a much easier time with their mission than they did with theirs. Two stretchers, one for Luke and the other for Jennifer, were wheeled up to them and the two injured Avengers were loaded onto them and taken to the medical wing. Danny was on his feet and had been healing himself for the duration of the trip.

Steve and T'Challa walked up to meet them and question them about Ultron. "He already had his new chassis?" Steve asked.

"Yeah," Bucky answered. "He caught us by surprised and beat the shit out of us pretty quickly. Didn't even have a chance to call you in."

T'Challa sighed worriedly. "I was afraid this would happen. Ultron is even more potent than I thought he was."

"Whatever trick you had up your sleeve had better work the first time," Danny said. "Once he sees it, he'll make some kind counter for it right on the spot."

"This whole deal keeps getting worse all the time," Steve muttered bitterly.

T'Challa apparently heard him and hummed in agreement. "Nevertheless, we must find some manner to defeat Ultron once and for all, or he will indeed succeed in eliminating the human race."

That didn't seem easy even said, let alone done. Steve sighed and nodded in agreement. "Get in touch with Dr. Pym and see what he has. On second thought, find some way to bring him here, if only for his own safety."

T'Challa nodded and walked off to do just that. Watching him leave, Steve took his own departure.

Two more members of their team, Power Man and She-Hulk, were on the sidelines. Their teammates were dropping like flies during a time when they absolutely couldn't afford to lose any more ground than they had. Ultron was gaining numbers while they were losing them. It didn't take a rocket scientist to figure out that that wasn't a good position to be in.

"Hey, Cap." Steve halted his progress briefly for Peter to catch up to him. "Luke and Jen are going to be okay, right?"

"I hope so, son. We need them down the stretch. Sooner rather than later." Not to mention himself and the other Avengers.

"Yeah, me too."

Steve couldn't help but notice that Peter was much more reserved without his mask on. He had heard cases of people who were naturally introverted becoming extremely outgoing and extroverted when they donned their alter ego.

Then, it dawned on him. He was standing next to Captain America. He had been unusually quiet the entire time they had teaming together. It hadn't even occurred to him that he was awestruck. Especially as someone who had been a hero as long as, or longer than, any of them.

It was easy to forget that he was still just a kid. "How old are you, Peter?"

The question appeared to have caught him by surprise. "I'm, uh, 19, sir."

Still so young. He had seen so much, been through so much in just the last two years. Losing his parents when he was a young boy and then being indirectly responsible for his uncle's death through inaction; he was an old soul before he was twenty. "You know, when I was your age, I was trying to enlist into the army."

He nodded and smiled softly. "I know. I read about all of it in history class."

Steve chuckled. "I guess everyone has. Back in my day, guys your age were fighting in wars. We saw some… things. Things that no one our age should have seen. A lotta guys never recovered." He looked at Peter, a meaningful frown on his brow. "My point is that you're still young. Younger than any of us. If this ever becomes too much for you –"

"Not a chance."

Steve's frown deepened. "Are you sure? I don't want you thinking I'm pressuring you into staying."

"I know you're not. I want to be here." Peter sighed and shoved his hands in his pockets. "This is a lot bigger than I'm used to, but I'm not some sheltered teenager. I've seen a lot in my day, too."

"I know."

"No, I don't think you do," he said firmly, but with no heat.

"I already know about your parents and your uncle."

"But not Gwen." When Steve stayed silent, Peter sighed and dipped his head down. "She was my girlfriend since I was a sophomore in high school. We did everything together. She knew I was Spider-Man and always cheered me on when Jameson had something negative to say about me. I… I loved her."

Steve kept his expression neutral. He didn't know who Gwen was, but he could easily tell that she meant a great deal to Peter. It only made him dread what he was going to hear next.

"About a year ago, I was battling my arch-nemesis, Green Goblin. To get in my head, he kidnapped Gwen and took her up to the top of the Brooklyn Bridge. He gave me a choice, him or her. I chose her. He dropped her from the top and…" He had to stop when he started to get choked up. "I wasn't going to make it in time…and I shot a web to save her."

Steve didn't know much about physics except angles, but he knew enough to know what happened next. She was falling and when the web caught her, she stopped. Her neck had to have broken from the sudden stop.

The tears falling down Peter's face confirmed it. "I'm sorry, Peter."

"It was my fault she died. And I can't even talk to my aunt about it. If I do, I may let my secret slip." Peter frowned sadly and rubbed the back of his neck. "So compared to that, this is nothing. You guys need me, and I need to do this. Please, Cap."

Steve nodded. "Okay. If you're sure, then I won't stop you." He smiled and patted his on the shoulder. "You're a great hero, Peter. I see what Nick saw in you."

"Thanks, Cap."

He patted him again and walked off. Peter was going to be a good man when he grew up more. He just needed some guidance. He would be happy to give it to him, if he let him. He had a feeling that he would.

Steve continued walking until he entered a large empty section of the palace. The only two people in there were Carol and Mahr-Vehl. He was telling her something in some gibberish language that had to be Kree and she was nodding and following along with what he said.

Steve leaned against the wall and watched quietly. He would have been lying if he said he wasn't concerned with how quickly or slowly Carol caught on to honing her abilities. The fact was that they needed her to become at least competent in her new abilities as soon as possible. She could very well become one of the tipping points in the battle.

Suddenly, a dozen holographic rings appeared in -Vehl gestured to them and said something in Kree. Carol nodded and slowly floated into the air in a row. Not unlike a baby taking its first steps, Carol slowly floated through the first ring, then the second. She increased her speed and zipped through the rest of the rings faster than Steve could even comprehend.

But apparently too fast. A shrill yelp of a scream heralded her crashing head first into the wall.

"Carol!" Steve rushed to her side and helped her to a sitting position. "Are you okay?"

She sighed and stood up on her own. "I'm fine." With that, she flew back to where Mahr-Vehl was standing. She said something to him in Kree, which surprised all three of them.

Steve still wasn't quite sure what happened to Carol, but she had changed almost completely. It was normal to gain superpowers by some external means. He had done so himself - albeit to a lesser degree. What he was hung up on was her suddenly being able to both understand and speak a completely alien language with no trouble at all without having ever seen or even heard of it before. It was uncanny, he was sure.

He slid down the wall to sit down and watched Carol and Mahr-Vehl train for the next four hours. Watching him bark orders and instructions at her and her follow them - apparently to the letter, given his nods of approval - reminded him of his basic training in the army. He noticed that she would glance at him every so often, as if checking to make sure he was watching.

He also noticed that she was performing her tasks with a little more flair than before.

He smirked to himself. _Never pegged you for a show off, Carol. _He didn't do it much himself but he could see the appeal. Kind of.

Mahr-Vehl said something else, after which Carol heaved out a sigh of relief and collapsed on the floor.

Thinking the worst, Steve shot to his feet and started to make his way over to her, but a gesture by Mahr-Vehl halted him. "Everything okay?" he asked the alien as he walked toward him.

"Yes. We are just taking a break."

He nodded. "How's she doing?"

"Strangely, she is improving much more quickly than I thought she would. For someone not accustomed to having powers, she is a natural. At least at flying."

"She's a pilot by trade, so that isn't surprising."

"Yes, she told me." He glanced at her, and watched her float to her feet and trudge to a table where her water bottle and a bag full of food were sitting. "She is quite impressive for a, ah, human is it?"

He nodded affirmatively. "Yeah, we like being called humans. And you're right, she's really impressive. And brave, too."

"Yes. She reminds me in some ways of the soldiers in the Void Navy fleet I commanded. Valiant. Strong. Fiercely competitive. Hardworking. Attentive. She would be a fine addition to my fleet."

Steve could only nod in agreement. He had noticed all of those things and few other things that he had absolutely zero intention of divulging. "How long until she's combat ready?"

Mahr-Vehl hummed to himself and rubbed his chin, a gestured he undoubtedly learned from the people here. "Given the uncanny speed with which she's taken to flying, and assuming she has the same ease learning to control her other abilities, I would say a few days at minimum."

Not what he wanted to hear, but he guessed that couldn't be helped. It was better, not to mention safer, to let her learn at her own pace than try to rush her onto the field. He could only hope that she was a quicker learner than most in her position. "Let me know when she's ready. And thanks again."

Mahr-Vehl nodded and returned to his ward. He spoke in Kree, which elicited a tired groan.

Steve smiled and spared her one last glance. She caught him looking at her and smiled wryly before turning back to her training.

As he left, his heart was aflutter with excitement. _Wow. I think she likes me._

He didn't want to get his hopes up, in case he was wrong, but he was pretty sure he was right on this one.


	39. Putting Faith in Chaos

_**A/N: **__I'm so glad that everyone is enjoying my version of Ultron so much. He's a delight to write._

_**Putting Faith in Chaos**_

**Royal Palace, Wakanda – 3:35 PM**

**Two Days Later**

Two days passed without conflict and without a single peep from Ultron. Steve didn't feel comfortable knowing that he was out there somewhere with a fleet of indestructible drones and an infinity gem of unknown power, and yet was nowhere to be found.

The good news was that T'Challa had made a breakthrough in figuring out how to safely extract the nanites from their bloodstream. He assured them that they would undergo treatment that night at the very latest.

Music to Steve's ears. He was ready to get back out there and track down Ultron. The old fashioned way, if necessary. He knew that his teammates felt the same way.

Some of the team - Steve, Clint, Tony, Natasha, Bobbi, Thor, Peter and Rhodey - were sitting outside a few yards behind the palace. It was a beautiful day outside, so they decided to discuss their next move in the bright African sun. So far, Thor offered to have Ultron transported to another dimension. It was shot down since the others didn't want to just make him someone else's problem.

"Any word from Pym?" Clint asked.

"Yeah. He said he's working on it," Tony answered. He sounded quite dissatisfied with that answer.

"Maybe we can sick the Hulk on him and hope he gets super pissed off?" Bobbi suggested.

That wasn't a bad idea in theory, but the idea of the aftermath and still having to deal with a Hulk that was angrier than any living being had ever been in existence was a major con.

"EMPs won't work," Tony said. "Fooling with his software won't work. Mucking with internal hardware is pretty much impossible."

"Not quite," Rhodey countered. "If we can distract him long enough, maybe Janet or Scott can shrink down to a small enough size to where they can sneak inside his head and do some damage that way."

"A good idea in theory, assuming his internal hardware isn't also coated in vibranium."

"It's still with a shot," Steve said, nodding at Rhodey.

"It is. I just don't want Jan to be in danger in case it doesn't work."

"She'll be in danger whether she's in Ultron or outside with the rest of us," Natasha countered.

"It's more than likely that whatever ideas and plans we come up with, Ultron already has several contingencies for them," Bobbi said. "We need to come up with something that we normally wouldn't try."

"Nuclear bombs it is," Peter joked. A small bit if laughter rippled through the collective. "But seriously, I think we're going about this the wrong way." When met with expectant looks, he continued. "I mean, we've tried technology, brute force and our gifted powers. Nothing has worked, we already know that. But, what haven't we tried yet? What is probably the only means that Ultron has no counter for?"

It didn't take someone long to find the answer he was driving toward. "Magic," Clint said. Then, it dawned on them. "Wanda."

"Duh."

It was so simple, they wondered how they hadn't thought of it sooner. "Makes perfect sense," Clint said. "Wanda's hex bolt things are so unpredictable that _she_ doesn't even know what they'll do half the time. No way Ultron could."

Agreeable murmurs rippled through the group as people nodded their hands. Steve stood to talk to Wanda when Bobbi cleared her throat.

"I hate to be that guy," she said regrettably, "but –"

"No, go ahead. You love being that guy," Natasha muttered bitterly.

Bobbi glared daggers at her. Natasha returned with her world famous death glare.

"Go ahead Bobbi," Steve said in a tone that said he wasn't having any infighting.

Bobbi continued her glare a few more seconds before turning away from Natasha. "As I was saying, there's nothing stopping Ultron from making Wanda his number one target and overwhelming her. She can't cast any spells or whatever if she's fighting thousands of drones at once."

"Methinks you underestimate the fair witch," Thor said, a smile playing on his lips. "I have little doubt that Wanda can and will hold her own against anything Ultron can conjure forth."

"Even if she can't, that's what Pietro is for," Steve added.

"Where is he?" Clint asked.

"With his sister." Natasha shook her head. "He hasn't been the same since Durban."

"Have _any_ of us?"

"At least we're actually interacting with others. Whatever they saw has them shaken pretty badly."

Steve sighed harshly. He didn't even think to check on Pietro and Wanda. With everything going on with Carol and her training with Mahr-Vehl, he didn't think about them. "Damn it."

The impromptu meeting was cut short as soon as their teammates' predicament was brought to light. Steve led a small group - just Thor and Natasha. Any more might have overwhelmed them - to the room the twins were sharing. He knocked lightly on the door.

"Come in," came the reply from inside.

Steve inhaled slowly and then turned the doorknob. Fully expecting to see two people in the saddest of conditions, he was shocked to see them acting normally - Pietro was pacing back and forth, while Wanda was meditating on the bed.

"Hey guys. Just thought we'd check on you two."

Wanda nodded but made no move to get off the bed, nor did she even open her eyes.

Steve frowned and glanced at Pietro. He was still pacing, slowly. His enhanced hearing also picked up his soft mutterings. Something about staying behind the light or something.

His frown only deepened as he returned his gaze to Wanda. "So, uh… how are you two doing?"

She didn't answer.

"I know that you're both probably shaken by your visions." Pietro stopped pacing and looked at him. For the first time, Steve and the others saw his bloodshot eyes and ragged expression. "We all were."

"What did you see?" Thor asked. "Mayhap speaking on it will help ease your troubled minds."

Pietro didn't take his eyes off of any of them for an uncomfortable length of time. Wanda never opened her eyes period. "I saw," he began before trailing off. His penetrating gaze lowered to the floor. "I was alone amongst statues."

He recalled hearing Pietro complain in the past about them being statues compared to him. Bruce explained that it was a matter of his higher perception perceiving them that way. It was a symptom of his speed. Monica, he imagined, had the same issue when she was in her light form. Yet, she could turn that form off; Pietro couldn't. It was the reason why he was so irritably all the time.

Tony said that there wasn't anything they could do to help - outside of meditation - without tampering with his abilities.

"Are we statues now?"

"No," he answered quietly. "Just very slow."

He supposed that he never gave much thought to how a person's powers affected them personally. He never gave much thought to how terrifying a person's powers could be, not to someone else, but to them personally. He never had the issue, so he never thought about it.

First with Carol, now with Pietro.

"Just… do you think that keeping up with your meditation would help?"

"Maybe."

"Then keep it up. We'll think of something in the meantime."

He nodded and continued pacing.

They needed Pietro to get his head on straight. They were going to need him against Ultron. Whether it was keeping Wanda safe, taking out swaths of drones or keeping civilians out of harm's way. With Monica busy fighting Ultron, they needed their other speedster out there.

With that cleared up, Steve turned to Wanda. "What about you?"

Again, she didn't answer.

"She hasn't said a word in two days," Pietro said.

They each raised an eyebrow and shared an uneasy glance. "Has she gotten up from the bed at least? Bathed? Eaten?"

To each, he shook his head sadly. "Nothing I say or do even wakes her up."

She nodded when they first arrived, so she wasn't asleep. This was deliberate, which meant that she must have seen something especially harrowing. Considering her past and powers, it could have been anything.

"I don't think she's even slept."

Steve approached her and gently shook her shoulder.

Nothing.

"Mayhap we should try again another time," Thor suggested uneasily.

Steve was about to agree when Natasha stepped past him and slapped her across the face. "Natasha!"

Several tense moments ticked by one by one. No one moved, spoke or even breathed.

Wanda's head stayed motionless, tilted from the force of Natasha's slap.

Suddenly, her head whipped to the other side, eyes wide and aglow with bloody crimson power. She held her hand out, inches away from Natasha's face.

The spy backed away slowly until she bumped into Thor.

Wanda grunted, an almost inhuman sound, as a black cloud poured out of her hand and accumulated in the air in front of her. The cloud, similar to a swarm of gnats in appearance, coalesced into a silver ball about the size of a baseball.

"Is that… what I think it is?"

She sighed and lowered her hand, then raised it again. Four streaks of light shot from her fingers and into the four Avengers.

It felt like his entire body had fallen asleep. Steve grunted and fell to his knees. "What… are you… doing?"

The same black cloud that flowed out of Wanda moments earlier flowed out of the others. The small bedroom was filled with the swarm-like pall. Wanda waved her hands in a circular motion to coalesce it all together into one large ball. She merged it with her own ball and let it drop to the floor.

When it hit the floor, it exploded into a kaleidoscope of green-yellow butterflies, which fluttered out of the open window.

She breathed out, slowly and raggedly, and fell back onto her bed.

Pietro was up and by her side in a fraction of an instant. "Are you okay, sister?"

She groaned and opened her eyes a crack. They had returned to their normal green hue. "So… tired. But I need a shower and I'm hungry."

He smiled and vanished. He returned seconds later with a platter full of fruits, bread and ham in one hand and a glass of juice in the other. "I'll go get one of those servant-girls to come and bathe you."

"I can bathe myself, thank you." She smiled and rolled over to the platter to make a sandwich.

"What the hell did you do?!" Natasha demanded. She did not like magic.

"Those were the nanomachines," Steve guessed, pointing at the spot where the basketball sized ball of metal had been previously.

Wanda nodded.

He breathed out. So, T'Challa's method of removing the nanites was Wanda this entire time. "T'Challa asked you to do this?"

Again, she nodded.

Which explained why they hadn't seen her in two days. She was preparing a spell, or at least thinking of one. "Huh. Well, thank you."

"A little warning would have been nice," Natasha said bitterly.

Wanda smirked. "Oops, my mistake. I assume that smack to my face was a mistake, also."

She at least had the decency to look ashamed. "Sorry. It's been a rough week."

With that solved, Steve could have asked Wanda what she saw in her hallucination, but given her lack of sleep, it could wait until tomorrow. And probably was, given how she was already drifting off to sleep. "Well, we'll let you sleep, and let Tony, Bruce and Jess know to come see you tomorrow."

"No, now. Ultron probably already knows."

Steve nodded and quickly turned on his heels to go get them. "Jocasta, where are Tony, Bruce and Jessica?"

"Sir is currently in the lab with His Highness and Dr. Banner, and Agent Drew is walking in the courtyard."

Nodding, Steve glance at Natasha. "Go get Jess. Thor and I will get Tony and Bruce."

Natasha vanished down a flight of stairs that led to the lower level near the courtyard.

Thor chuckled to himself. "Once again, the fair witch has amazed me with her magical prowess."

Steve smiled and nodded in agreement. "Let's just say I'm glad she's on our side."

They rounded the corner briskly and found the doors leading to T'Challa's personal laboratory. Two guards standing watch outside immediately moved to the side and allowed them entrance.

As soon as they entered they were greeted with chaos and a pair of screams exhibiting excruciating pain. "Tony?!"

Thor found the billionaire genius keeled over on the floor, in tears and clutching his sides tightly. He turned to search for Bruce, but didn't have to look very far. A few feet from where they were, he was on the floor, screaming inhumanly and turning an deep shade of green. "Odin, no."


	40. Looking For Allies

_**Looking For Allies**_

"_**AAAAAAAAAAAAAUUUGH**_!"

The veins in the visible parts of Tony's body were inflamed deep red. A mix of sweat and tears streamed down his face, and dropped to the floor where a small puddle had accumulated. It took Steve actually holding him to stop him from writhing uncontrollably in pain.

And yet, that was the least of their worries. Bruce was dangerously close to transforming into the Hulk. The pain that he was so obviously in would only serve to further enrage the Hulk, putting literally every person currently in the entire country of Wakanda in grave danger.

Thor was trying his best to calm him, but he wasn't the most soothing person.

"Jocasta, get Wanda here now!"

Her reply was drowned out by the thunderous roar of the Hulk and the thunderclap like collision of his fist with Thor. The Asgardian went flying clear through the opposite wall, plus several more before landing a few hundred feet outside.

T'Challa and Steve jumped back, the latter still between Hulk and Tony. Without his shield, Steve stood no chance at all. Even with his shield, he stood no chance. "Hulk, I know you're in pain, but you need to give us a few seconds so we can make you better."

Hulk roared and slammed his fist into the floor. The impact shook the entire palace like an earthquake.

Carol and Mahr-Vehl burst through the doors. "Steve!"

"Carol, get ba–"

Hulk exploded forward, fist drawn back. A single punch could and would splatter Steve across the floor.

Steve ducked under the punch and leaped away to safety. Temporarily, as Hulk had already turned around and was dashing toward him again. He stomped down and lunged forward at speed.

The stomp knocked Steve off-balance, so he wasn't able to dodge out of the way.

Hulk's fist was feet away from smearing him across the wall when a blur shot in out of nowhere and sent Hulk flying into the wall. Carol landed in front of Steve, hands aglow with photonic energy.

"Carol?"

Hulk rose to his feet, snarling and very visibly growing larger and more muscular. His pupils flashed green very briefly before he roared and charged after Carol and Steve.

Carol managed to block his punch, but doing so drove her a foot into the crumbling floor. She grunted from the strain of the Hulk's vastly superior strength. "Jesus!"

Hulk roared again and drew back his free fist to punch Carol while she was vulnerable.

"Enough." Mahr-Vehl calmly raised his right arm and fired a blue beam from his Nega Band. The beam struck him in the head, stopping him dead in his tracks.

Hulk fell to the floor with a massive thud.

There was no time to even comprehend what had just happened or even react to it. Pietro burst through the doors with Wanda in his arms, then blurred momentarily and returned with Jessica.

Immediately, Wanda stretched out her arms, hands pointed at the three fallen Avengers. As with Steve, Thor and Natasha, three black clouds of nanites were drawn out of them and coalesced into a large ball. While the one from before was silver, this one was bright red and keeping very loudly. "It's going to explode!"

Thor returned in time to hear this and immediately grabbed the ball from her hands and sprinted outside. With every ounce of his godly strength, he hurled it deep into outer space.

There was a collective sigh of relief when he returned moments later. "Are you well, my friends?"

Tony groaned and rose to a knee with the help of T'Challa. "I will gladly take a hundred hangovers if it meant I didn't have to go through that ever again."

Steve smiled softly and helped Jessica to her feet. "Are you okay?"

She rubbed her head roughly and nodded.

"Your friend will awaken shortly," Mahr-Vehl said.

"Thanks. That would've gotten ugly had you not been here."

He nodded once. "Interesting that your people still use nanites. On Hala, they have long been deemed obsolete." He took a glance around the lab, and looked ready to say something more, but quickly thought better of it.

T'Challa apparently knew what he was about to say, as shown by his sour expression.

Steve frowned and jabbed his hands onto his hips. They had nearly lost three members of the team, and countless more during the Hulk's rampage. T'Challa's plan to use Wanda as a means to extract the nanites was deceptively simple, yet brilliant. Ultron, as T'Challa already knew, was using the nanites to spy on them, which was why he never discussed anything in front of them.

Now that they were all clean, they could finally get to work on stopping Ultron for good and saving the world. "Thanks again, Wanda."

She nodded tiredly and shuffled back to her quarters.

He turned in time to see Carol dig herself out of the floor. "Thanks. You saved my skin back there."

She shrugged and rubbed her neck. "Yeah, well… I mean, yeah. You're welcome."

She was blushing slightly, which Steve decided was pretty cute. "You're making a lot of progress. You'll be an Avenger in no time."

"Really? You think so?"

"I know so."

She grinned and left to return to her training. "I'll see you around, Steve."

"See you later." He watched her leave briefly, a small smile playing on his lips, before turning his attention to Tony and Jessica. He knew they were still in pain from having millions of microscopic machines ripped from their bloodstreams. He was still hurting from that himself. "When you guys rest up, we'll starting forming a plan."

They nodded and headed for their respective quarters.

Steve walked out after a pair of servants gently carried Bruce to his room. What he feared would happen if Ultron activated the drones did happen. It almost led to more casualties, including himself, if not for Carol and Mahr-Vehl.

He didn't know what kind of technology Mahr-Vehl had at his disposal. It was clearly much more advanced than anything they could come up with, given how ho-hum he was about nanotechnology. It was also powerful; just one blast knocked out the Hulk.

_If I can get him to help, that would make things a lot easier._

How inclined he would be toward helping them was another matter. He wasn't of this world, and had been mistreated by Hydra for years. He was already helping them by finding the diviners so the human race couldn't be harvested. Steve wouldn't have been surprised if that was all he did.

"Cap, everything alright?"

He turned and found Clint and Bucky walking toward him. "Yeah, just had a little Hulk incident. Everyone's fine, though."

Clint nodded. "Good."

"Me and the others are officially nanite free, thanks to Wanda."

Bucky grinned and patted him on the back. "That's great. So you won't be blowing up any time soon?"

"Nope. Now we can get to work. I was heading to ask our friend if he'd be willing to help."

"That alien guy?" Steve nodded. "Sure he'd want to help. I know those extraterrestrials have different priorities. Like ass probing."

Steve and Clint snickered. "You know that's a myth, right?"

"That you know of."

"Remind me to have you fitted for a tin foil hat." The three men began to walk toward the training room. "It's a long shot."

"More than a long shot, Steve," Clint said. "You gotta look at this from his perspective. Why should he help save a bunch of strangers?"

"Why should anyone? It's the right thing to do."

"To you, to me, to us humans. But to an alien? Who knows what their morals are like on Hala."

Steve frowned. Clint was right. But they still had to try.

They walked into the training room, where they found Mahr-Vehl standing watch while Monica was having target practice with Carol. He noticed them and walked over. "May I help you?"

"Sorry to interrupt but I was hoping we could have a word with you."

He nodded.

"I'll be brief; Ultron has us on the ropes. I was thinking, hoping, that you could give us some help. You have tech that's beyond anything we have on this planet. Stuff Ultron can't contend with."

Mahr-Vehl tilted his head to the side. "You… wish for me to fight in your war?"

"Yes."

He stayed silent for a very long moment. Steve felt his heart rate increase with each passing second. His answer could have very well tipped the scales of the battle with Ultron either in their favor or in his. The fate of the human race depended on his answer.

"No."

The one word shocked Steve visibly. It was disappointing, to say the least. He tried not to get his hopes up, but he didn't want to have his eggs all in one scarlet colored basket. "Ah… can I ask why?"

"Because this is not my war, and Earth is not an ally of Hala and the Kree empire, so I don't feel inclined to. I am helping you as much as I am because it was ordered of me, and the diviners are a Kree issue. This Ultron being is neither a Kree issue nor even a concern." He sighed and turned back to the training. "I'm sorry, but you'll have to fight this on your own."

As he walked back, Steve felt dejected. Everything he said was true. This was their fight, not his. There was no reason to believe that he would want to help to begin with.

"It was worth a shot, Cap," Clint said consolingly.

"Yeah." They walked out and headed for the courtyard, where the rest of the Avengers that weren't resting were usually found hanging out. "Team, it's time to do some planning. What do we know about Ultron?"

"He's got a vibranium chassis," Rhodey started.

"He's faster and stronger than he used to be," Luke, fully healed from his run-in with Ultron, added.

"And he's got some kind of predictive system that let's him anticipate our movements before we even make them," Danny followed.

"And he's a real jerk, too," Peter said. "Oh, and he has something called an encephalo beam. He attack Jen with it." He frowned. "She was in pain."

Encephalo? He hadn't heard of that word before, but it sounded medical. "Anyone got any idea what that means?"

"It has to do with the brain," Tony said as he walked up and sat down on the ground with the group.

"You're supposed to be resting," Steve reprimanded lightly.

"Hey, I can rest and talk at the same time."

"Like mind control," Janet asked, a small shake giving away her nerves.

Tony nodded slowly, taking note of her unease. "If I had to guess his intentions, yeah, it's mind control. Walters is in a coma right now, so there's a chance that it just induces coma. But given him…" He shook his head.

"I'll ask T'Challa to increase security around her when she wakes up, just in case," Steve said. "We discussed this earlier and decided that Wanda is our best shot at winning. Any objections?"

"Just her?" Luke asked, an uneasy expression on his face.

"She's all we have left. We've tried everything else, right?"

"There's always Hank," Scott said. "Maybe see what he's got?"

"We don't have time for that. Every second we waste is another second Ultron gets to prepare. We need to hit him now and hit him hard."

At that moment, Ultron had had two days to prepare for his genocide. And the fact that they hadn't heard from him since Brazil didn't only proved that? They needed to strike as soon as possible if they were to stand a chance.

"Well, first we need to find him," Bobbi said. "I figure that'll be harder than last time, since we have no idea what it is he needs this time."

Steve nodded. They were going to have a tough time finding him, and an even harder time figuring it out what he was going to do next. They knew what his end game was: genocide. What the steps were that led to that were a mystery, and one that they absolutely had to solve.

While the others were discussing their next plan of action in the courtyard, Jennifer was just waking up in the medical wing. Her head was still spinning and she felt like she was on fire. She also, as soon as her mind began to clear itself, heard a voice in her head. It was loud, clear, and impossible to ignore.

_**Bring me Helen Cho.**_

Jennifer made no effort to resist the subliminal message and hopped off the bed. She was in a hospital gown, but saw that her clothes were folded neatly in the chair beside her bed. As she disrobed to slip her costume on, she caught sight of her pale skin. A distasteful moue crossed her lips.

As she was strapping her boots on, Dr. Cho walked in. "Ah, you're awake," she said with a glad smile. "I have to give you an examination to make sure everything is okay."

Jennifer gave her a tight-lipped smile. "Sure."

When Helen turned her back to gather some medical equipment for the examination, Jennifer transformed into She-Hulk. Helen was shocked when she turned around and was confronted by the almost seven foot tall emerald giantess. "I-Is something wrong, Jennifer?"

Jen smirked and flicked her in the face with her finger. The force of the blow knocked her back to the other side of the room and knocked her unconscious. "Everything is just fine, doc. But you don't look too good." She-Hulk sauntered over to her prone form and easily hoisted her over her shoulder and walked out.

Luckily for her, the medical wing was right by the hangar bay. Thanks to her large size and intimidating stature, no one dared question why she needed a quinjet. She forced a pilot onto a jet with her and demanded that he take her to the coordinates she gave him: 37.5667°N, 126.9667°E.

As he began to lift off, she secured Helen in one of the seats.


	41. Search and Rescue

_**Search and Rescue**_

Helen Cho came to some time later. Groaning from the pain pulsing around her face, she rubbed her head and looked around to take in her surroundings. She immediately recognized the room she was in. It was one of the research labs in the U-Gin Genetics Research Facility in Seoul, South Korea.

She had a sinking feeling as to why she was there. And she knew that She-Hulk wouldn't have brought her there on her own accord.

_**"Ah. Good to see you're awake, Doctor."**_

The human voice sent chills down her spine. "Ultron," she spat.

Ultron chuckled. _**"I see your association with the Avengers has colored your perception of me."**_

"More like the murder of over a million people by your actions," she retorted.

He waved her off dismissively. _**"It doesn't matter what you think of me. You'll help me one way or the other."**_

"I'll die before I help a monster like you!"

He chuckled again, this time more menacingly. _**"As I said, one way," **_the encephalo beam ports on his forehead began to glow, _**"or the other."**_

The orange beam shot out and enveloped Helen's head. Her mind was instantly bombarded with subliminal messages urging her to help Ultron. She screamed and quickly lost consciousness.

Ultron sighed and turned his beam off. _**"Ah, humans. Such fragile creatures." **_He turned to She-Hulk, who was standing by the door. _**"Prepare the genetics lab."**_

* * *

**Royal Palace, Wakanda**

**12:43 PM, The Next Day**

"What do you mean she's gone?!"

"I-I –"

"TALK!"

Tony and Luke ran to the scene and found Bruce pinning a servant up against the wall by his shirt. There was the ominous green hue to his skin that heralded big trouble. "Whoa, Bruce, what's going on?"

Bruce snarled and ignored Tony, opting to focus the force of his terrifying gaze on the shaking man in his grip. "Talk or so help me…"

"I do not know!" the poor man finally choked out. "She… she did not say where she was going, only that she and Dr. Cho had business."

"What kind of business?"

"She did not say! That is all I know, I swear to you!"

He tried to squirm free, but Bruce's grip with like a vice.

"Bruce, let him go," Tony said gently.

He growled and threw him to the floor. "Jenny's gone, Tony." He breathed out angrily and scrubbed his face roughly.

"What do you mean?" Luke asked, alarmed. "She's was in the medbay just yesterday."

"She's gone. Apparently she left with Helen yesterday."

Tony raised a curious eyebrow. "Yesterday? And we're just hearing about this today?"

"Maybe they're on a secret mission from Cap," Luke alluded.

That was certainly a possibility. The three of them left to find out from Steve himself once Bruce was sufficiently calmed down.

They found him in T'Challa's throneroom, speaking with the monarch. "Steve, where did you send Jennifer? Why would you send her on a mission just after she got out of a coma?!" Bruce demanded.

Steve was briefly stupefied, but quickly regained his composure. "Bruce, I didn't send Jennifer anywhere."

"What? But –"

"Cap, Jen and Helen have been gone since yesterday," Luke explained. "One of T'Challa's people said he saw them leaving in a quinjet. We thought you gave them a secret mission or something."

"How have I not heard of this until now?" T'Challa said to himself. "They left in a quinjet you say?"

Luke nodded. "Yeah, that's what the guy said."

T'Challa said something to a servant who was near his throne. She nodded and quickly walked out.

"Given what we talked about yesterday," Tony said, "this has me worried. Helen could be in serious trouble if Ultron has Jennifer under some kind of mind control."

As he spoke, the servant girl returned with servant from before. The man was still shaking after being roughed up by Bruce. He immediately fell on his knees before T'Challa and begged for forgiveness in Wakandan.

"Enough. Explain why you are only just now telling us of the women's disappearance."

The man faltered before answering, as if ashamed. When he gave his answer, it was easy to see why. "Because… the green one scared me into silence."

T'Challa rubbed his forehead.

"Really? Well, I guess Hulks _are_ pretty scary." Tony clapped his hands together. "Alright, we've got a dire situation that needs to be rectified ASAP. How do we start?"

"Each quinjet," T'Challa said as he gestured for the servant to leave, "is equipped with a chip that tracks the whereabouts of the quinjet when it is dispatched. Finding Jennifer and Dr. Cho is as simple as tapping their chip." He stood and walked out to head to the flight control room near the hangar.

Tony and the others followed after him. Secretly, he hoped that there wasn't going to be a fight. He was still feeling the effects of the nanites' self-destruct mechanism being activated. He hadn't ever been in that much pain in his entire life. It felt like his entire body was on fire and was being dropped in a pool of lava. It was literally the worst and he would very much like to never go through something like that again.

The five men stepped inside the flight control room, where T'Challa politely commandeered a computer. "First we have to check the records to narrow it down."

As he did so, Tony checked the room out. It still amazed him that such a small country was so technologically advanced. It was the most advanced nation on the planet, surpassing Latveria by a small margin. He would never admit aloud, he was a bit jealous.

Only a little.

"There were seven flights out of Wakanda yesterday," T'Challa announced. "Three were diplomatic trips; two were covert operations; and two were personal excursions."

Seven flights were scheduled, and two were listed as personal. "Who were on those personal trips?"

"One was my sister, Shuri, to India; the other was a friend of mine visiting his father in the United States." T'Challa continued to scan the flight logs, looking perplexed briefly. "There has to be more." He typed something into the computer and waited. "Aha. There was one unscheduled flight that departed yesterday afternoon."

"That's got to be it," Bruce said. "Where did it go?"

"Let us see." He typed into the computer again waited for the tracking chip logs to come up. "Seoul, South Korea is the last place the jet had been."

"The U-Gin Research Facility is in Seoul," Tony noted. It was where he first met Helen more than twenty years ago, when she was a simple researcher and he a mere genius billionaire playboy. Emphasis on playboy. "If she took her there, then Ultron must be planning to use her genetics research somehow."

"But why?" Steve wondered. "Genetics and robotics don't have anything to do with each other, right?"

"They do when the robotics portion is trying to wipe out humanity," Bruce said.

"We can discuss this more in the way there," Luke said.

* * *

**Indian Ocean**

Two quinjets full of Avengers streaked across the Indian Ocean en route to South Korea. Tony, Rhodey, Monica, Thor and Pietro had already gone ahead of the group under strict orders not to engage once they got there. Given how things went the last time they faced Ultron, Tony was inclined to listen to orders.

His mind was occupied with Helen and what Ultron was making her do. Did he have her under the same control he likely had Jennifer under? Was he going to kill her when he was finished with her?

The answer to the first of those questions was likely yes and definitely to the second one, regardless of the first question. Helen's life was very much in danger, and it was up to them to save her. If they could do it without triggering another incident similar to the one in Durban, albeit in a much more densely populated city, was another matter.

Monica and Pietro arrived first - perhaps not in that order, who knew - and took the time it took Rhodey, Thor and Tony to get there to scout the area out. Sure enough, there were dozens of drones patrolling a mile perimeter around the U-Gin Research Facility.

"He's here, Cap," Tony informed over comm. "Whatever he's doing in there must be big, since there are about four dozen drones patrolling the building."

_=So much for keeping it secret.=_ Steve sighed. =_We'll be there within thirty minutes. Just hang tight and out of sight until then.=_

"Roger that."

"I don't like this," Rhodey said. "Ultron already know we're here."

"Yeah, I know. But orders are orders." Rhodey's faceplate was down, but he could practically see the look he was giving him. "What?"

"Since when do you follow orders?"

He gasped with shock. "Wha– I always follow orders."

"Riiiiiiight."

* * *

**U-Gin Genetics Research Facility**

As soon as Stark and Rhodes entered Korean airspace, Ultron knew they were there. He was ready, but he wasn't going to allow them to ruin what he had been working so diligently to accomplish. He sighed and turned off the video screens that had Tony and Rhodey, as well as Pietro and Monica, displayed. _**"I see they haven't learned from last time."**_

"Do you want me to greet them?" Jennifer offered.

_**"No. Stay here and make sure Dr. Cho finishes. I'll deal with the heroes myself."**_


	42. The Son of Asgard

_**The Son of Asgard**_

**Royal Palace, Wakanda**

The Avengers had been gone for close to an hour. They had left to rescue Dr. Cho and She-Hulk from Ultron. The whole damsel(s) in distress thing always had rubbed Carol the wrong way. Just because they were women didn't mean they needed to be rescued. Normally.

This time was a little different. This was Ultron, who could kick the entire team's ass all at once. That guy was no joke and Carol was really glad she didn't have to fight him.

But at the same time, being stranded on the sidelines wasn't her style at all. She needed to be in the middle of all the action or she was going to go crazy. She supposed her short time with the Avengers changed her more than she thought.

_But you've always been like this, haven't you?_

It was true. Ever since she was a girl, she had never been one to run away from a fight or hide from conflict. The result of having two older brothers, she was sure. Still, being with the Avengers had only exacerbated that feeling of needing to be where the action was.

The only Avengers on the scene so far were Tony, Rhodey, Monica, Pietro and Thor. "Okay, those guys are really strong."

She noticed that Tony and Rhodey's armors were pretty beaten up. She was sure that if they were wearing them, they were probably good enough for a fight with drones. Ultron, though, not a chance. They didn't have a choice. "Good luck, guys."

"What is this concept, luck?" Mahr-Vehl asked as he walked up to stand beside her. He utterly dwarfed her, but by that point, she was used to it.

"Uh… it's just one of those things we say when we want someone to do well," she explained. There was a deeper, more correct answer that she could have given, but she didn't feel like thinking on it.

"I see. Then I hope they have the good luck, as well."

She could have asked why he wasn't out there helping them, but she already knew. It was just one of the many differences between humans and Kree. She wished he felt more inclined to help, but he had already given his explanation as to why he wasn't. She had no choice but to accept it. She didn't have to like it, though.

Suddenly, Ultron drones began to pour out of a building and head right for the team. "Here we go."

* * *

**Seoul, South Korea**

Drones poured out of the U-Gin Facility. Tony didn't know which kind they were - the regular kind or the enhanced versions - but they were going to find out soon. "Jo, what's the armor integrity?"

"Armor integrity is at 84%."

A lot higher than he thought it would be. "That'll work." He and Rhodey rocketed into the air behind Monica and Thor to meet the drones head on. He fired two repulsors and noted how they tore right through a pair of drones. "Hey, I think these are the regular ones."

Lightning and light beams ripped through the weaker fleet of drones with little trouble. They fell out of the sky by the dozens.

Down below, Pietro zipped from one side of the street to the other to pull civilians to safety.

The vastly weaker drones struggled to bother Tony much, much less a Thor or a Monica, who they couldn't even touch. He knew not to get comfortable with that fact. He knew that much more powerful drones were waiting on them to get softened up. "Don't waste any energy against these guys," he told the others.

"Aye." Thor ceased the lightning storm and opted to merely smashed the drones with his indestructible hammer.

The number of drones dwindled from a few hundred to less than one hundred in a matter of ten minutes.

_=Two minutes out,=_ Steve announced.

Tony nodded and fired a missile cluster at a group of drones. They exploded and showered the streets below with charred metal.

_**"An ingenious method to remove my nanites from your bloodstreams, Anthony."**_

Tony stopped in his tracks. "Get the hell out of my armor, you bastard."

Ultron chuckled. _**"Oh, I will. But not before I thank you for bringing me the mind gem. A wonderful source of power, that little jewel."**_

Tony gritted his teeth and fired another cluster of missiles to finish off the remaining drones.

"BRING ON YOUR NEXT CHALLENGE!" Thor roared as thunder boomed in the distance.

Again, Ultron chuckled and spoke through Tony's speaker system. _**"Very well, Asgardian. But be careful what you wish for."**_

Moments after his voice died down, a dozen drones - similar in appearance to the previous ones, albeit shinier - poured out of the research facility.

Ultron's presence vanished from Tony's armor, and he had Jocasta scan the incoming drones. They were, as he suspected, coated in vibranium. "Here we go guys. No ranged attacks. Keep it hand to hand."

Monica tsked. _=So nothing for me then?=_

He was about to answer when the hum of the incoming quinjets drowned him out. "No ranged attacks, like Iron Man said," Steve said as he ran out of the jet. "I want all eyes on Scarlet Witch at all times. Do not let them come after her. Anyone with any kind of esoteric abilities, time to pull them out, especially if their magnetic."

"Spectrum, to me," T'Challa said. "Quicksilver." He tossed Pietro a set of shiny silver knives.

"What are these supposed to do?" he questioned skeptically.

"Trust me," he answered as he handed Valkryie a spear.

The drones flew at the Avengers in formation, five above and seven below. The seven below began to fire on the Avengers in the air, while four of the five above unleash a barrage of repulsors and missiles on those on the ground. Heroes and civilians alike dove for cover. Thanks to Pietro and Monica, no one was injured.

While the chaos was happening all around, the final drone dive-bombed straight for Wanda. She was too preoccupied with dodging the overhead fire to notice.

Pietro, on the other, did. He dashed in front of her, a human shield against danger. His brain processed numerous options and scenarios. He opted to merely throw the knife, choosing to trust T'Challa, at the drone. With his impossible arm-speed, the knife sliced through the air like a high powered rifle round. It also sliced right through the drones head. "Whoa."

He ran up and caught the knife before it hit anyone else. "What is this?"

"Anti-metal," T'Challa answered. "I will explain later."

Clint dove for cover and took aim with one of the anti-metal arrows given to him. He loosed it and hit a drone dead center in its forehead. Electricity sparked out of the arrowhead and short circuited it for good measure.

"Hawkeye, Valkryie, Black Panther and Bucky, take care of the drones. Everyone else, protect Scarlet Witch," Steve ordered.

Everyone but those named circled around Wanda, facing outward so there was no way they could be surprised from any angle.

Clint and Bucky stood atop a nearby skyscraper and took aim at the drones, who were foolishly attacking the circle. With their superior aim, it was like shooting fish in a barrel. Bullets and arrows cut cleanly through the air and sliced into the drones below. Their marksmanship was made plainly evident. Kill shots each time, or the equivalent of such on mechanical targets.

The once formidable challenge of vibranium coated enemies with comparable numbers and impenetrable chassis was turned into a game of target practice, thanks to T'challa's ingenuity and resources.

Valkyrie cleaned up the remaining drones by stabbing them through the chest.

"Stay sharp. 'Tis not over yet."

* * *

Carol watched the turn of events quietly. The feeling of needing to be in the action had been growing with each moment, and didn't subside even an iota as the tide turned in the Avengers' favor.

"If there is one thing I have learned about you humans," Mahr-Vehl said after being silent during the battle, "it is that your ingenuity is to never be underestimated."

She nodded slowly. "Yeah. It's probably our biggest advantage." And Ultron knew that. He had to. And she would net everything that he already knew how he was going to circumvent it.

* * *

The team remained circled around Wanda, with those armed with anti-metal standing tensely a short distance away. They were focused, senses acutely aware of any and everything around them.

No one moved or said anything. Many of them didn't even breathe. Ultron was still there, and he had been watching the battle. They knew that it wasn't going to be nearly as easy as the drones were.

Suddenly, there was a massive magnetic surge that pulled any and all metals toward the research facility. This included Bucky's arm, which resulted in him being yanked from the building and hurled through the air.

Monica flew after him and managed to catch him before he slammed into the side of the building. She tried to fly away, but the pull on Bucky's arm was too strong. "Cut it!" he said, teeth clenched together from the pain on his body being pulled on.

She fired a thin laser that cut through his arm, letting her fly him to safety.

The metal weapons, including the Iron Man and War Machine armors, Val's sword and spear, Steve's shield and Clint's arrows - but not Mjolnir, as Thor's strength allowed him to resist - were pulled into the building.

Ultron rocketed out of the building and slammed into the ground before them. Immediately, he attacked them by blasting Steve and T'Challa away. By predicting where they were going to dodge and then firing blasts to lure them into position, powerful backhands rendered both Natasha and Bobbi unconscious. Tony and Rhodey would have been next, but Pietro managed to get them away.

Ultron knew that he had to take out Pietro, Monica and Thor first.

Pietro was easy. Ultron rocketed toward Wanda, knowing that doing so would immediately attract his attention. Sure enough, his sensors picked up Pietro moving to intercept him. When he got close enough to Wanda, ports along his sides opened up and spewed a white gas into the air. The twins breathed it in, just as he knew that would.

It was the mutant cure.

Pietro slowed from an unseen blur to a fit man jogging in a manner of seconds. Wanda coughed violently and fell to the ground. "What the hell did you do to us?" Pietro demanded. He charged and tried to attack Ultron, but his punches were dodged with ease. One backhand was all it took to take him out of the fight. He did the same to Wanda, then blasted Tony and Rhodey unconscious.

His sensors picked up Peter and Danny trying to attack him from behind. He rocketed skyward just before they got to him.

He picked up Jessica coming up from behind and position himself accordingly. He eventual bio-blast ricocheted off his body and lanced through Valkryie before she could defend herself.

"No!" Jessica growled and moved into to attack him hand to hand. He dipped and weaved around her attacks until he was behind her, then he blasted her into a building. She almost fell to the ground, a good ten story drop, had it not been for Monica.

_**"How does it feel," **_he asked her as she confronted him, _**"to know that for all your power, there isn't anything you can do to stop me?"**_

She snarled, "Shut up!" and fired a light beam at him. He positioned himself so that when it ricocheted off him, it hit Clint in the leg.

_**"At this rate, you'll end up killing each other."**_

She desperately fired beam after beam, only for them to be deflected off of Ultron and through another of her teammates. _**"By all means, keep it up. You're making my job much easier."**_

Monica stopped and witnessed the devastation she inadvertently wrought. Avengers laid on the ground, prone and motionless. A look of complete horror was etched on her face. "No," she whispered despondently.

She was too caught up in her own mistake that she failed to notice Mjolnir streak through the sky until it slammed into Ultron. Vibranium and Uru did not mix. This was made evident by the tremendous wave of feedback energy that catapulted her into the street. She landed hard on her shoulder.

She struggled to stand when Ultron dashed in and landed knee first on the small of her back.

She screamed out in pain.

Ultron slammed her head into the pavement, rendering her unconscious and almost killing her.

Thor watched Ultron stand, incensed at both himself and Ultron. Lightning crashed and thunder boomed in the distance. "You will not see victory this day, machine! I shall make sure of it!" Thor wasn't the only Avenger still standing. Peter, T'Challa, Luke, Scott and Janet were still able to fight. They gathered around Thor, the last line of defense against Ultron.

_**"You understand I have defeated these people before, yes?" **_he asked Thor with a small chuckle. _**"Very well. I'll humor you all for a moment longer."**_

The battle commenced once more. Ultron's vibranium chassis deflected their blasts and minimized the damage done by their physical blows. He strategically used blasts to keep them at bay long enough to launch a brief volley against whoever was nearby. More often that not, that someone was Thor.

Ultron knew that Thor, more than anyone else there other than Wanda, was the most dangerous. Not because of his physical power, but because he didn't know what all his hammer could do.

The two were at as standstill. Thor's durability rendered him all but invulnerable, and Thor couldn't breech his chassis.

Despite this, Thor remained confident. Amazingly so, in fact. "I have withstood your worst, yet you continue to underestimate me, machine."

_**"I should say the same to you. I have withstood your worst also."**_

"You have not. Not even the threshold of my power have you witnessed."

Ultron felt a nervous twinge at hearing that. He needed to end the fight and end it soon before Thor got serious. He jumped back and fired a fully powered encephalo beam at Thor. It connected and engulfed his head, as with Jennifer and Dr. Cho.

However, unlike with them, Thor held fast and remained conscious. Also, he wasn't succumbing to the beam's subliminal messages like the other two. _**"What?!"**_

"I have withstood psychic urges from Odin himself," Thor boasted with only a little strain in his voice. "What hope does a machine have?" He twirled his hammer at cyclotronic speeds. It took a moment to spin it in just the right manner, but once he did, a field of ivory energy trickled out of it and enfolded Ultron. "Prepare yourself, for this is the end for you, Ultron!"

The energy from Mjolnir had properties that allowed Thor to manipulate matter on a molecular level. According to Tony and confirmed by Steve - from what he was told by Howard Stark - it was the only way to destroy vibranium.

He maneuvered the bonds within Ultron's chassis and changed them into something far less durable, steel.

_**"NO! NOOOOOOOOO!" **_Ultron tried to escape, but T'Challa leaped in and stabbed his vibranium spear through his chest, and then a pair of knives through the back of his head. Before he shut down for good, he managed one final thing: _**"You haven't seen… the last of me…"**_

Those words resonated with the remaining Avengers, but they shelved it for now. Thor and Janet took off for the U-Gin Facility. As soon as they entered through where Ultron exited, they were immediately accosted by She-Hulk wielding two of T'challa's knives.

With his countless centuries of combat experience, Thor was easily able to disarm her. She may or may not have landed any punches - he didn't notice either way - before he rendered her unconscious with a mere flick of his finger.

Janet only need a zap to the neck to stop Dr. Cho. With the two women taken care of, they started to gather them and head back outside when Janet noticed a large pod in the center of the room. "Hey, what's this?"

"I know not." Thor approached it and read the inscription. It read 'Vision'. "Hm, mayhap we should destroy it. Anything crafted by Ultron cannot be good."

"I don't know. Depending on what it is, T'Challa can probably reprogram it or something. I say we take it with us." At that moment, T'Challa, Peter and Scott walked inside. "Hey, come take a look at this."

As they gathered around the pod, T'Challa pressed a blue button on a panel on the side. The top slide open, revealing that this 'Vision' was actually a man. Or an android of some kind. His was clad in a green body suit and had red skin. There was an yellow gem on his forehead.

Thor looked closely at the gem. Only a few moments later, his eyes grew to saucers. "No! It cannot be!"

"What's wrong?" Peter asked.

"This… this being has the mind gem embedded in its forehead." He pressed the same button T'Challa did to close the lid, and then lifted the entire pod onto his shoulder. "We must take this back to the palace and extract the gem. 'Tis too dangerous to be used within one of Ultron's creations.

The others nodded in agreement and followed him outside, Helen and Jennifer in tow.


	43. Unwanted Cures and Fragmented Memories

_**Unwanted Cures and Fragmented Memories**_

**Royal Palace, Wakanda **

**8:56 PM ****SAST**

The team returned to T'Challa's palace hours later, and those that were injured - all but five - were taken to the medical wing for treatment. Some were better off than others, but most would require at least some healing to recover as quickly as they were going to need to.

Ultron had suffered another defeat, but it wasn't over. Far from it, in fact.

While the others were being worked on, T'Challa and Thor stood in the former's lab, still wrecked from the Hulk's rampage the day before, looking over the body they found in South Korea.

"The level of technology within this body is incredible. It is an almost perfect mixture of biology and robotics," T'Challa marveled.

"Aye. 'Tis impressive indeed," Thor agreed. However, he still sounded uneasy being near it.

Sensing his unease, T'Challa shifted the conversation slightly. "I read reports of Hydra utilizing another one of the gems, the Tesseract, as a power source. Does this mean that all of them can be used as such?"

Thor paused slightly, then nodded. "I would imagine. According to my father, these gems contain unfathomable power. With the mind gem in its possession, this Vision is unimaginably powerful. Not to mention it has access to the gem's abilities."

T'Challa rubbed his chin in thought, then turned when Clint hobbled inside on a pair of crutches. "You are supposed to be resting."

"I had to see it," he said in answer.

Thor knew what he was talking about and frowned sadly. "I do not think that is wise, my friend."

"Since when am I wise?" Clint, with the help of his crutches, walked over to the pod and looked inside. He immediately went pale. "I thought it was blue."

"T'was hid inside a blue stone when it was given to my brother. I suppose that was so he would be unable to divine its true nature by happenstance." Thor touched the gem briefly. He could feel its immense power brimming just below the surface. "This is my fault. Had I not grown fearful and brought this cursed jewel back to Midgard, this would not have transpired."

"You could not have known," T'Challa reassured. "I am just relieved we got it away from Ultron. If he planned on using this being as a lieutenant, or even possibly had uploaded himself into it…" He didn't need to finish the statement for everyone to get the point. They had dodged a bullet, big time.

He stepped over to a nearby computer and tapped a few keys. "I have been scanning the android's programming. It's fragmented, as if pieced together."

"Pieced together, you say." Tony walked inside, holding a bag of ice to his head. "Let me have a look."

T'Challa sighed and moved aside to let him have a closer look.

Tony moved in his place and scrutinized the hundreds of lines of programming carefully. After a minute of muttering under his breath, his face drained of its color. He stumbled back, and would have fallen flat on his back had Thor not been there to support him.

"What has vexed you, Tony?"

"Th-that's Jarvis," he answered. His voice was uncharacteristically soft and shaky.

"Jarvis? But that cannot be."

"I thought Ultron killed him," Clint said.

"I know my own AI," Tony snapped. He marched over to the body and looked around the pod. "We need to activate it. Where's the on button?"

Thor places a firm hand on his shoulder. "Hold, my friend. We know not how Ultron has perverted our friend. He may very well not be the same as he was yonder weeks ago."

Tony snarled and tore his shoulder from his grip. "Don't tell me he's not the same! You don't know that!"

"Anthony –"

"And don't call me Anthony."

Thor sighed. "Tony. We know not what Ultron has done to him. We know not what effect the mind gem shall have on him. T'would be irresponsible of us to put the lives of the others at risk afore we determine these unknowns."

Tony frowned defiantly. "We won't know until we try."

The four men fell into a tense silence. Thor stood resolute by his stance, as did Tony. Clint and T'Challa were undecided.

"Maybe we should talk to the others," Clint said. "They should have a say, too, right?"

"Yes. And doing so will give me more time to study this."

Tony huffed a muffled agreement and marched out.

They watched him leave. "He really cares for Jarvis."

"He was his best friend, kinda." Clint hobbled to the door, then stopped just before the threshold. "He was based on his late butler, Edwin Jarvis. He cared for him a lot. I really hope he doesn't get his hopes up."

"I am afraid he will anyway." Thor and Clint headed for the medical wing where most of the others were. They found Tony already there explaining the situation to a groggy Steve and Natasha.

"Let's just wait, Tony," Steve said limply.

"For what? Every second we're sitting here waiting for BP to finish, Ultron is out there getting stronger. You said we need every ally we can get, right?"

Steve nodded.

"Then there's an ally right there in his lab."

"Tony, we aren't saying no. We're saying wait until T'Challa has a chance to make sure it's safe," Natasha said. She had a large red bruise on the right side of her face that a doctor was busy putting an ointment on.

He wanted to argue, but saw no point in it. "How long?"

She shrugged. "Don't know."

Rhodey slowly climbed off his bed and walked over to Tony. "Come on, buddy. We have some suits to make." He patted him on the shoulder and led him out.

"He seemed adamant," Steve noted.

"Too adamant," Natasha agreed. She looked at Clint and Thor. "What's going on?"

"That android has Jarvis' programming," Clint answered.

She sighed and stood as soon as the doctor was done bandaging her face. "So Ultron was going to use Jarvis against us?"

"Aye. And the being has the mind gem embedded in his forehead," Thor added. "If and when he awakens, he will have unimaginable power at his disposal."

"We have too much to worry about right now," Steve mumbled. "That can wait a while. Now we need to figure out how to get Pietro and Wanda's powers back."

Clint raised an eyebrow. "They lost them?"

"Oscorp developed a mutant cure sometime last year and SHIELD confiscated it," Natasha answered. "Ultron got a hold of it." She grabbed her phone and started tapping. "Magneto got gassed and _was_ being held in the Raft."

"And he has his powers back, so there's a way." He looked at Natasha, Steve and Thor in succession. "Should we –"

"I really don't want to deal with him," Steve said with a sour look.

"If he can help his kids, we should try," Clint insisted. "I mean, Nat said he got hit with the cure and he has his powers now, so obviously they came up with _something_." He glanced at Natasha. "Have any other mutants been cured?"

She nodded. "Looks like Oscorp and Hydra tested it on three hundred mutants. Ninety-five percent success rate." She continued reading for a few minutes, then nodded when she found what she was looking for. "Doesn't look like any subjects regained their powers on their own."

"Well then –"

"Absolutely not." They all looked to find Wanda and Pietro awake, arms folded in identically. "I'd rather be a normal human than deal with that monster again."

"But Wanda –"

"No buts!"

"He'll just use this to try and guilt us into rejoining the Brotherhood," Pietro explained. "I appreciate the help, but please find some other way."

On the bright side, Pietro was much more pleasant to be around.

"Well, there you have it. We'll just find another way."

"But we don't have time" Clint insisted. "And how are we supposed to without any of the cure to study? SHIELD confiscated it from Osborn, which probably means Ultron has it all. I don't think he'll loan us a vial or two so we can help our mutants get their powers back."

Something about his comment made Wanda bristle. "You heard me, Clint. I'm sorry, but no." She turned over in her bed and pulled the covers over her head.

Clint sighed and nodded. "Okay. We'll find another way."

They knew that Wanda still had her chaos magic, and that still made her a threat to Ultron. It was likely that he didn't know she knew magic and just assumed that it was all her mutant power. That gave them a small advantage.

Thor walked out while Clint sat down on the bed he somehow convinced the doctors to let him share with Bobbi. "You okay?" he asked her. He swept a lock of hair from her face.

"Tired of getting hit in the face all the time, but yeah," she said with a smirk. Her hand gently circled the bandage on his leg. "How long before you're healed?"

"Doc said about a day. Thank God for modern technology, right?"

With his body destroyed, they hoped they wouldn't hear from Ultron for at least a few days. They all needed time to recuperate.

Physically and mentally.

They hadn't seen Monica since they returned to the palace. She had a concussion, but didn't stay in the med wing long enough to be examined. They all decided to just let her be until she decided to come back.

Clint settled down under the covers and pulled Bobbi close. He felt the effect of the pain medication he took ten minutes ago taking effect finally. His eyelids were getting too heavy to keep open. "I have one anti-metal arrow left with Ultron's name on it. Where do you want me to stick it?"

Bobbi smiled and kissed him on the jaw. "Right here," she said, gently poking him in the throat.

He smiled sleepily and kissed her hand. "Consider it done, babe." He drifted off to sleep with her smiling face as the last thing he saw. He was sure to have good dreams as a result, he felt.

Natasha scowled to herself and stalked out of the room. Steve shook his head and laid back down.


	44. This Man, This Vision

_**This Man. This Vision.**_

**Royal Palace, Wakanda**

**The Next Morning**

Mahr-Vehl stood at the entrance to the palace. His ship was stocked with his gadgets and ready for him to board. He himself was ready to continue with his mission to destroy the remaining diviners so he could go home and see his family. It had been years since he had last seen his wife and children, Genis-Vehl and Phyla-Vehl. He looked forward to seeing his home, Hala, after seeing nothing but the mind-boggling sights and customs here in Earth. He looked forward to seeing his own kind again.

Beside him was his young student, Carol. Over the last few days, he had been training her to use her new powers and abilities. He would have been lying if he said he wasn't surprised with how quickly she took to them. She didn't look as natural as someone who had had them since birth, but she was better than someone who had never experienced this kind of thing before should have been.

She was also, more than any of the other humans he had encountered, the most intriguing to him. Her kindness a few weeks ago when he was detained by the so-called Avengers played no small role in that. While some regarded him as an animal, she treated him as a person, even though she had never met him before. While some treated him with mistrust - rightfully so, admittedly - she trusted him. He exploited her foolishness moments later, but that was beyond the point.

"So, you're leaving," she said after moments of silence.

"Yes. I still have my mission to complete." He noted the disappointment in her voice. He wasn't sure what it was, but it pained him to hear it. "You've done exceptionally well these last few days. Far better than I thought you would."

She smiled sheepishly. "Thanks. I had an awesome teacher."

He didn't know what awesome meant, but he took it as a compliment, given the context. In what he had long determined to be too often to be coincidental, the Avengers' leader walked up to them.

He held his hand out and smiled. "Thanks, Mahr-Vehl, for everything."

Mahr-Vehl frowned at the hand, but after remembering what he learned from the wretched liar, Karla Sofen, shook it. "You're welcome, Steven Rogers. It was the least I could do."

He could tell just by looking at him that Steve wanted to ask for his help with Ultron one last time. His answer, if he did, would have been the same then as it was before. He had other responsibilities to worry about.

Steve didn't ask, and moved to stand next to Carol. Their demeanor and body language reminded him of when he and his wife first began courting. It was amusing, to say the least. "I won't overstay my welcome. Farewell to you all." He nodded once again at Carol. "Goodbye, Carol. It was a pleasure teaching you."

"Bye, Geheneris," she said. "Thanks again for all the help."

Mahr-Vehl grinned at her use of his first name, then saluted Steve and walked out. He boarded his ship and activated the launch sequence. Seconds later, the ship lifted silently onto the air and blasted off for the horizon.

Just like that, Mahr-Vehl was gone.

"Geheneris?"

"Yeah, that's his first name."

Steve arched an eyebrow. "I thought –"

"Mahr-Vehl was his full name? Nah, that's his last name."

"Huh."

They fell into another awkward silence. Steve rubbed the back of his neck and glanced at her sheepishly. "So, uh, good job."

"Thanks." She pressed her lips into a thin line and rocked on her heels, as if thinking of something else to say. "Oh, I can change my clothes."

He raised his eyebrows. "Really? That's… cool?"

"No, I mean… here, just watch." She breathed in slowly and clenched her fists. A circle of light swept up from her feet to over her head. Her normal clothes were replaced by a black leotard with a yellow lightning bolt on the chest, long opera gloves and thigh high boots. Little sparks of light twinkled around her, adding a mesmorizing glow to her appearance. "Ta da!"

Steve was speechless. Both by the ability itself and how amazing she looked. Nevermind that it looked like she was wearing a bathing suit. "W-wow, that's amazing. You look… ah, you look good. You look like a real superhero."

She blushed and smiled. "Thanks. Janet showed me the designs she made and I liked this one the best."

"It looks better on you than on that paper, that's for sure."

"Yep. Beats trying to find a phone booth." Out of the corner of her eye, she caught Rhodey walking past. She frowned and turned to walk toward. "Sorry Steve, but I have to take care of something."

"Yeah, sure. I'll see you later."

In all the excitement and them globetrotting from place to place to try and stop Ultron from destroying the human race, a lot of things got pushed to the wayside. For good reason. Compounded with her own personal issues, alien heritage being just one, Carol didn't realize a lot of things going on around her.

One of which was Col. James Rhodes daring to go almost two weeks without saying so much as a word to her. They were busy, yeah, but there was no excuse for that. She tapped him on the shoulder. "Excuse me, Colonel."

Rhodey turned around and looked like he knew he was in trouble. "Captain? Well, more like Major, now, actually."

"You're just saying that because you know I'm mad at you."

"I'm really not." He sighed and rubbed the back of his neck. "Sorry."

"Oh, so you're aware that you haven't spoken to me in eight days."

"You're keeping count." She narrowed her eyes. "Of course you are. You could have just said something."

"I wanted to give you the chance to realize your mistake. Apparently I gave you too much credit."

He winced. "I… just didn't know what to say?"

"Is 'hi' not good enough for you? 'Nice to see you again' not up to snuff or something?"

"No, no. Those are all fine." It was at this point that he realized that he was just digging himself into a deeper hole.

"Then what?" she asked. "What'd I do?"

"You died," he answered bluntly. "And you made me give your mother the flag that had been draped over your casket." He dropped his head to avoid eye contact.

That answer hit her harder than she thought it would. "I –"

"I was the only who recommended you," he continued. "I was the one who told you to say yes. I was the reason you were out there to begin with."

She didn't know that had affected him as badly as it did. "Why didn't you say something?"

He shrugged. "How does one bring something like that up?" He closed his eyes. "I'm sorry."

"Don't… don't be sorry." She closed the space between them and captured him in a hug. "You couldn't have known."

"Doesn't matter. I'm your commanding officer; I should have known." He returned the hug and held her for a few moments before letting go. "Have you called your mom?"

She felt that foreboding sense of dread every child felt when they knew they were in serious trouble. "…no."

"And you talk about me." He grinned and patted her on the back. "Good luck with that."

"Thanks," she said sourly.

"Just tell her you were busy being superhero." He raised an eyebrow and eyed her suit. "Kind of provocative, don't you think?"

"Provocative? No way!"

He held his hands up in defeat. "Okay, okay. Just not used to seeing you in something like that. Well, besides the beach."

"Don't make me punch you."

He laughed quietly and folded his arms. "Sure you're not wearing that to impress someone?"

"And who exactly would I feel the need to impress?"

"I don't know. Could be anyone. Who knows, really?"

"You really think I'd dress like this to impress Steve?" she asked incredulously.

He smirked. "I didn't mention any names."

"Good. Well, I didn't, in case you were wondering." _Damn it. _She could feel her face getting hotter. Why did she always blush at the very mention of Steve?!

"I wasn't but that thanks for letting me know." His smirk turned into a smile. "You know I'm teasing you, right?"

She sighed and slumped her shoulders. "Yeah, I know."

He chuckled softly. "Haven't seen you blush that hard since Gen. Meade called you the next Amelia Earhart." When he saw her frown, he said, "You really like him don't you?"

Her only response was a deeper shade of red.

"It's okay to like someone, you know."

"Yeah, I know," she mumbled.

Rhodey smiled and squeezed her shoulder. "Alright, I'll lay off. But don't let it go on for much longer. Just talk to him and get it over it enough."

"I can't."

"Why not?"

"I just can't. Now's not the right time."

He could tell she was hiding something, but he decided not to press it any further. "Okay." He noticed several members of the team walking past an adjacent hallway. "What's going on?"

She shrugged and headed to follow them. A massive crowd of people was congregated outside a room. That room was T'challa's lab. Carol and Rhodey sifted their way to the front, and found Tony, T'Challa and Thor standing around the pod containing the body they found in Seoul. "What's going on?"

"They're about to wake up the bloke in that pod," Jessica answered.

"Everything is safe?" Steve asked.

T'Challa nodded. "Yes. I have run a multitude of tests and have scanned every line of its programming. I did find several directives that Ultron installed, but I made sure to thoroughly erase these from its memory. Now…" He and Tony stepped back several feet and then gestured to Thor.

Thor nodded and held his hand out over the pod. Electricity crackled around his hands, then jumped down into the body. The voltage he produced was enough to knock the lights out throughout the palace.

The others cowered away out of fear of getting inadvertently electrocuted.

Thor ceased the lightning and stepped back. The lights remained knocked out, but a flicker every now and then showed they were close to kicking back on.

Several tense moments ticked by one after the other without so much as a sound. Everyone waited with bated breath, eyes focused squarely on the body in the pod. It laid as motionless and silent as it did moments before.

Then, a sudden beep chirped from the pod, then bright yellow light cut through the darkness. Everyone jumped back, unsure of what was happening.

Then, the body floated serenely out of its pod and touched down softly on the floor. The lights flickered back to life. "…" Its eyes cut from each person, lingering only a second to determine whether they were friend or enemy. Its eyes eventually settled on Tony.

He hazarded to step forward. "J-Jarvis?"

The machine's head tilted to the side, face contorting slightly as it cycled through its memory to find that name. When it did, it spoke. _"I am not… Jarvis. I… am."_ It spoke unsure of itself. _"I am."_

"You are what?" Thor asked.

It looked at him before answering. _"I… I am Vision."_

* * *

_**A/N: **__That's not the last we've seen of Mahr-Vehl. Promise. Finale is coming up in the next few chapters, BTW._


	45. Sentiment and Restoration

_**Sentiment and Restoration**_

The team was awestruck by Vision. He held within him incalculable power, yet seemed as harmless as an infant.

"It's nice to meet you, Vision," Steve said. "Do you not know who we are?"

_"I do. My creator uploaded all of your SHIELD dossiers into my memory. I know everything there is to know about each and every one of you."_

"That's not creepy at all," Peter whispered to the person next to him.

"But… not personally?"

Vision tilted his head to the opposite direction. _"Personally?"_

"Are you aware of who Jarvis is?" Tony cut in, a desperate edge creeping into his voice.

_"Edwin Jarvis, longtime servant of the Stark family. Personal friend of Howard Stark and caretaker of Anthony –"_

"No. I mean the other one."

_"Other one?"_ Vision took a moment to think. _"Yes. Jarvis, an artificial intelligence created by you, Anthony Stark. Why?"_

"You have his programming in your memory."

_"Yes. Ultron inserted Jarvis' remaining programming into my memory as a foundation for my creation."_

"Sounds like he was just lazy," Steve noted. "Vision, will you help us defeat Ultron?"

Vision frowned slightly as he regarded Steve. _"Why should I?"_

"Just look at what all he's done these last few weeks. He's been killing innocent people left and right. He needs to be stopped before anyone else loses their lives."

Vision's frown deepened. _"But, he is my creator. …I need to think on this."_ Suddenly, he turned intangible and sunk down through the floor.

"Whoa."

Tony sighed and leaned over a table. "He doesn't remember."

"Ultron probably wiped any presence Jarvis would have had in Vision," Natasha said. "He wouldn't want you to be able to connect with that portion of his memory and turn him to our side."

Tony nodded slowly. "That makes sense."

Rhodey walked up to him and squeezed his shoulder. "I'm sorry, Tony."

"Yeah. I am too." He rubbed his face, which those who saw suspected was to wipe some tears away. "Well, no use in dwelling on the past. We have a world to save. How do we go about doing it?"

"Mjolnir can change Ultron's shell into something more manageable, should he attempt to make himself more durable," Thor said.

"But then he can just jump to another body," Peter noted. "We need to find some way to prevent him from transferring his consciousness to another one of his drones."

"How does he even do that?" Clint asked.

"It's like a hive mind," Scott explained. "Every drone is connected together to make it easier for Ultron to control them. If we can somehow sever that link, then we can stop him from jumping bodies."

Tony nodded. "I'll get to work on that." He walked out briskly, making sure not to make any eye contact with anyone.

Steve wanted to follow him, but thought better of it. "Jocasta, keep an ear on the news feeds for any word on Ultron. Everyone else, start getting ready." As the others filtered out, he stayed behind.

"Is all well, Captain?" T'Challa asked.

"Yeah. I was just wondering about that anti-metal stuff you had yesterday. It carved through vibranium pretty easily."

He smiled to himself to turned off the screen he was looking at. "Ah, yes. I was just as surprised as you are when I first beheld it. It is actually a type of vibranium, only found in the Savage Land, in Antarctica." He picked up an anti-metal knife and twirled it around his fingers. "While Wakandan vibranium _absorbs_ vibratory energy into its molecular bonds, anti-metal _emits_ vibrations that cause atomic and molecular bonds to destabilize. But, that should _no_t include vibranium."

Steve listened carefully and absorbed the information. It was simple enough to understand, but his last statement made him frown. "Because Wakandan vibranium would absorb the vibrations emitted from anti-metal?"

He nodded. "I am examining a piece of Ultron's chassis, to see if it was made of pure vibranium, or if it was a composition. I am almost certain it was the latter, and I want to see what exactly."

"Let me know what you find out." With that, he left him to his work. Despite nothing having actually changed, Steve felt that things were starting to looking up for them. They then had a multitude of ways to destroy Ultron, and Tony was working on a way too make sure it was permanent. If worst came to worst, they could let Thor handle it.

Things were finally starting to turn their way.

He turned around a corner and saw a servant standing outside the medical room. She appeared to be waiting for someone. She didn't notice him, and he didn't have a chance to call for her when Wanda and Pietro walked up from the opposite direction.

"Ah, there you two are." She reached into her tunic and pulled out a pair of vials. "The doctor wanted you both to drink this medicine. It should help with returning your powers. He managed to synthesize it from your blood samples." She smiled and handed the vials to them.

Pietro took his and looked it over. He glanced at Wanda, sharing an unspoken discussion with her, then nodded. "Alright. Thank you."

"Yes, thank you. I hope this works."

The servant-woman bowed and smiled. "It will. The doctor is a genius." She turned on her heels and walked away, smiling to herself. As she passed him, Steve could have sworn he saw her brown pupils turn yellow for a brief second.

Eyes wide with shock, he turned to find her, but she had somehow vanished down the empty hallway. "What the hell?" He hurried to the medical wing, but was too late. The twins had already downed the contents of the vials. Immediately, Pietro was zipping from corner to corner, a mere blur and gust of wind. Balls of scarlet energy danced around Wanda's fingers. "It worked?"

"No, it didn't," Pietro answered snappishly.

Well, Nice Pietro was fun while it lasted.

"Amazing what the doctors here in Wakanda can do, eh?" Wanda pointed and turned an entire bed into a group of ferrets. "Wonderful!"

He sighed. "Yeah, it's great. But there was something off about that lady."

Pietro stopped running, only a little out of breath, and stood next to his sister. "Like?"

"Her eyes turned yellow for a second when she passed by me."

They froze. "Yellow?!" Wanda snarled and another bed exploded into a pile of metal and stuffing. "That bitch!"

Steve jumped back from her outburst. "What? What's wrong?"

"It was Mystique!" The room started to shake violently like a powerful earthquake. Steve and Pietro stumbled and barely managed to keep their balance. "I am going to murder her! How dare –"

Pietro gripped her shoulders tightly and made her make eye contact with him. "Wanda, please calm down."

"But –"

"Calm down."

She looked away, breathing heavily, and glared at the floor. Slowly, but surely, her breathing calmed. "I'm okay."

He nodded and let her go. "We should wait. Ultron is our main concern. Magneto and his flunkies can wait until we're done."

She nodded in agreement.

He didn't know why Max sent Mystique to restore Pietro and Wanda. It certainly wasn't out of the goodness of his heart. That played a part in it, he was sure. Magneto hadn't become completely heartless. But there was surely some backdoor endgame he was playing, and this was his ticket in. "He's right. We have planning to do. Do whatever you have to to get your powers back to optimum."

They nodded and headed for the training room to get started.

And with that, the last loose end on their side was tied up. Though, not in the manner he would have liked. They would take care of the Brotherhood later. Ultron was their lone concern.

* * *

**Pym Industries, New York City**

For the last few days, Hank Pym had been working around the clock to come up with some kind of way to stop Ultron. Everything he had in place when he handed him off to SHIELD was no good. If Ultron was half as smart as he thought he was, then he already sealed off those holes. Everything he came up with Ultron was sure to have thought of and compensated for.

Anything he thought of was no good. He was running out of time and had made zero progressed.

He was feeling the pressure mounting up on his shoulders. "I guess I should get some sleep. I'll try again in the morning."

He took off his lab coat and hung it on a hook by the door as he walked out and headed for his bedroom. His small, one bedroom apartment was a mess. It was always messy - he took work over hygiene as a top priority - but the last few days had been so single-minded that he neglected the basics. Like brushing his teeth. If not for the alarm he had the forethought to set ahead of time, he would have starved to death.

Hank disrobed and slipped into a set of simple pajamas, then climbed into bed. He needed rest if he was going to be able to come up with something that not even Ultron would think of. That was a tall enough task in an of itself; without sleep, it was impossible.

His eyes were just about to close for the final time that night when he heard a tremendous crash from his lab. "Now what?!" He hopped out of bed and grabbed a baseball bat before heading for the source of the noise. "Wha–"

_**"I was hoping to do this quietly, but good help is so hard to find these days." **_Ultron blasted the bat out of his hands - for intimidation purposes, as it posed zero threat to him - and a pair of drones took hold of Hank.

He didn't bother struggling in their grip. "What do you want, Ultron?"

_**"To save you from yourself," **_he answered. He gestured to the remaining drones. _**"And to do that, I need a means. Find the Pym Particle containers."**_

"No!" That was when he started struggling. If Ultron found where he was keeping his particles, there was no hope of stopping him. "You can't!"

_**"I can, and I will. You see, Pym, in your quest for world peace, you created the ultimate weapon. I have at my disposal unlimited intelligence and the vision to use it properly."**_

"What are you talking about? You were supposed to protect the world! You were supposed to be its savior!"

The drones found a large cabinet filled to capacity with Pym Particle containers. Over three dozen in total. They began to move the containers into crates and stacked them in the middle of the room.

_**"I was created to be many things," **_Ultron admitted._** "I was created to save the world. People would look up into the sky and when they saw me, they saw hope. Hope is a human delusion. I took that from them first. Now, when they see me, they see horror. They see the end. They see –"**_

"A child throwing a temper tantrum."

If Ultron had eyebrows, one would have been raised. _**"Is that what you see genocide as, a tantrum?"**_ He chuckled, clearly amused.

"Not normally, no. But that is, essentially, what this boils down to."

_**"Explain."**_

"I am your creator, Ultron. Without me, you wouldn't exist. That means I'm your father and you're my son." He tried to approach him, but the drones held him back. "Every since you were created, we've never had any time together. Your only exposure to humanity was the bad people at SHIELD. Their actions led you to believe that all humans were evil and needed to be eradicated, but that just isn't true."

Ultron shook his head. _**"Trying to reach out to me through sentiment. Illogical. Everything you said was illogical. This is not about humanity being evil. This is about you being obsolete. A failure as a race. It is time for a new dominant species to build on your ashes."**_ Once the crates were all full, the drones carried them out of the same hole they entered through. _**"And that race will be metal."**_

After he and his drones left, Hank dropped to his knees. In the end, all he had left was sentiment. Everything else he could think of was going to fail. "I have to warn them." He hurried to the phone in his lab and called Janet's cell phone. "Come on, pick up!" It rang several times before she picked up. "Hello, Janet!"

_"Hank? Where have you been? I've been trying –"_

"We don't have time for this, Janet. I need you to listen …"


	46. Calm Before the Storm

_**Calm Before the Storm**_

**Royal Palace, Wakanda**

"…and it was as I suspected. His chassis was a composition, rather than pure vibranium," T'Challa explained to Steve. "Only 25% vibranium and 75% adamantium."

Steve raised an eyebrow. "Adamantium? You mean that stuff Wolverine's claws are made of?"

T'Challa nodded. "It is remarkably easy to make, as well as common. There are an abundance of Gifted heroes and villains that utilize it in one manner or another."

He knew that almost everyone associated with Logan used adamantium in some way. "Is there any way to destroy vibranium?"

"Provided the proper energy supply and time to construct one, a matter destabilizer would work just fine," he answered. "However, I fear we will not have time to even look into it, much less build one."

"You think so?"

At that moment, Janet burst into the room. "Guys, we have a major problem!"

"What's wrong?"

"I just got a call from Hank. He said Ultron broke into his lab and stole his entire supply of Pym Particles."

If it wasn't one thing, it was another. "How much is that?"

"He said he had like over thirty containers."

He wasn't sure what Pym Particles did outside of grow and shrink stuff - if they in fact did anything else - but he knew that much of a dangerous substance couldn't have been a good thing! Especially in the hands of someone like Ultron. "Get a team and go see if he's okay. Find out everything Ultron said to him and bring him back here if you can."

She nodded and hurried out.

Minutes later, she had her team. Scott, Danny, Peter, Wanda and Thor boarded a waiting quinjet, with Carol in the pilot's seat. As soon as they were buckled in, Carol initiated the takeoff sequence and rocketed out of the hangar bay, toward Manhattan.

Janet couldn't have looked more worried if she tried. Scott grabbed her hand and gave it a comforting squeeze. "Hank is alright, Jan. No need to worry. We'll get the Pym Particles back and stop Ultron for good."

"You know how he gets, Scott," she said with a deep frown. "He'll just blame himself for this and start hating himself. And nothing we do will change that."

Scott knew that as well as she did, so he couldn't say anything to refute it.

"You can let go of my hand now."

"Oh!" He jerked his hand away and laughed sheepishly. "Sorry."

* * *

**Pym Industries, Manhattan**

Carol landed the jet on the roof of the Pym Industries skyscraper. As it powered down, the team opened the hatch and filed out hurriedly. Janet led them to the doorway that led inside, then to the elevator to Hank's quarters. There, they found Hank sitting on his sofa, head cradled in his hands.

"Hank!" Scott and Janet ran over and sat at either side of him.

His head lifted a touch, and a look of surprise overtook his otherwise dour expression. "Scott? Janet?" His head rose completely. "And you brought the Avengers."

"Yeah. We need you to tell us everything Ultron said. Maybe he left a clue as to where he's going or something?"

"Don't bother, Janet," he replied sullenly. "It's too late."

Scott raised an eyebrow. "Too late? What do you mean?"

"I mean Ultron has a four hour headstart on you guys. You don't know where he is, and even if you did, he's just too smart for any of us to try and stop."

"So, what? We should just not even bother and let him kill all our friends and family? Sorry, Hank. You may be ready to throw in the towel, but I'm not. I've been through too much these last few years to just let Cassie get wiped out." Scott stood and walked over to the door, where the other Avengers were standing.

"He is right, Dr. Pym. This mayhap is our last chance to defeat Ultron afore all is lost. Please, we need your expertise to aid us in divining his weak points and put an to this madness once and for all."

Hank heard what Scott and Thor said, but he wasn't listening. There was no point. To him, Ultron was unstoppable. He was able to, on the fly, adapt to sudden catalysts in ways that humans could only dream of. Even if the Avengers thought up the perfect plan and began to execute it flawlessly, he would just make a few small adjustments and render the entire plan useless.

That was what he was created to do, and he was living up to the billing.

"I don't think he's going to listen," Danny said with a touch of disappointment.

"Dr. Pym, please –"

"Forget it." Janet also stood and walked toward her team. "Just pack a bag so we can take you with us. You'll be safe in Wakanda." With that, she walked out. One by one, the others followed after her. "I told you," she told Scott once they were in the elevator.

He grimaced, but didn't say anything.

* * *

The team returned to T'challa's palace a few short hours later. Hank told them exactly what Ultron told him. Unsurprisingly, it was devoid of any actual clues as to where he was or what he even planned on doing with the Pym Particles. For all they knew, he could have been planning to turn himself into an unstoppable giant, or something much more sinister.

"Is there any way to detect your Pym Particles?" Steve asked once they filled him in on everything.

"Sure. I just need to build a meter of some kind," Hank answered.

"How long with that take?"

"Um, I'm not sure. A few hours at the most, I figure."

Steve nodded. "Then get started on that. Let me know as soon as you're done."

Hank nodded silently and followed the servant who was leading him to the labs.

Janet watched him leave and sighed when he was gone. "God, it's like he's already given up."

It wasn't hard to imagine. From where they were standing, Ultron might as well have been unstoppable. Every time they took a step forward, he leaped ahead another five steps. And Hank created him. None of them realized the amount of guilt that had settled down in his heart. It was unbearable.

"Do what you can to keep his spirits up. We only need him for this one thing."

"Don't see what I can do besides spit out the same tired platitudes that he's been hearing his entire life," she sighed before sighing again, "but I'll do what I can. I don't know what mind-frame he'll be in afterwards, through."

"All that matters is that he's able to do what I asked him to do."

She was visibly startled by his bluntness, but thankfully didn't say anything. He waited until she walked away before he breathed out and pressed himself against the wall.

Hours passed without any more incident. Tony busied himself with creating a means to disconnect Ultron from the internet so he couldn't escape their next battle. T'Challa was creating another arm for Bucky, this one out of vibranium for greater strength and durability. Pietro and Wanda were busy training with Luke and Danny to get their powers back up to somewhere near where they used to be. Most of the others were either in the medical wing resting from the previous day's battle or wandering about waiting anxiously for word from Steve.

Most did this inside the palace, as it had been raining heavily for most of the last three hours. The only one who wasn't inside was Monica. She found herself standing in a barren field a few miles from the palace, drenched from the rain and unaware of what was happening. She had been outside for the last half day.

She couldn't bring herself to be near the others. Not after what she did in Seoul.

She couldn't forget what she saw - so many of her teammates, many of them her friends, the people she saved the world with, lying on the street, holey and bloodied. Ultron made her hurt them, but it was her who hurt them.

The others were just going to serve up the usual tired platitudes that she didn't want to hear, so she avoided them. One of them would eventually find her, but she wasn't going to listen.

"Ah, finally found you."

She rolled her eyes. On cue, Quicksilver walked up to her. "Aren't you supposed to be doing something else?"

"Training, yes. But I noticed you hadn't been around since we got back from Korea." He folded his arms.

"Yeah," she agreed. "So? Did Cap send you to reprimand me?"

"No," he answered. "But he did tell me what happened."

The frown she was wearing when he arrived faded. She remembered seeing what he did to his sister in Montreal. How he almost killed her and showed no remorse about it for the longest time, until Amora's spell wore off. She remembered seeing how utterly broken he was. "I guess you know what I'm going through."

He nodded.

"But you're okay now."

"I am. Time helped me come to grips with what I was made to do. Wanda being alive helped to." He sighed and moved in front of her. He wore a disappointed look on his face. "What happened in Seoul yesterday has you shaken up. I understand that. But you also need to understand that segregating yourself from your friends won't help. The opposite will occur, in fact."

Her frown returned full force. "I just –" She cut herself off. She just didn't want to talk to the others and being told repeatedly that it wasn't her fault. "I don't want to hear this."

He matched her frown. "Why not?" She didn't answer. "The truth hurts, I know. But it's something you need to hear. We need you to help stop Ultron, and you can't do that if you're out here moping in the middle of a rainstorm."

She looked away, averting her gaze to the rain soaked ground.

"The others are fine, you know," he said after a moment. "Most of them are already on their feet. And the few that aren't will be by tomorrow."

"That's not the point," she snapped. "They wouldn't even be in that position if I hadn't –"

"You –"

"I did. I knew he had a vibranium shell and I still shot at him. Repeatedly." She scowled at the ground. "I knew it wouldn't work and I did it anyway, and look what happened. What does that tell you?"

While she was staring at the ground, he was looking at her. "Desperation can lead to mistakes just like it can moments of genius," he answered. "You found the former. That happens. But take it from someone who's been there - wallowing in self-pity won't do anything to make you feel better."

She only listened because he had been there, been through worse than she had.

"What will," he continued, "is you atoning for that mistake, and helping us put a stop to Ultron once and for all. Because we can't do it without you."

Her scowl evaporated, replaced by a wry half-smile. "You know you sound like Cap right now, right?"

He shrugged. "Guess he's rubbed off on me."

"He's a good guy to copy." She sighed and turned toward the palace. "I guess you're right, but I still don't feel any better."

He shrugged again. "There's plenty of time for you to feel better about yourself afterwards." He walked up beside her, then started to shake his limbs out. "So, I heard you're fast."

She tilted her head to the side. "Yeah. So what?"

He grinned. "Beat me to the castle and I'll buy you dinner this Friday."

She finally felt a full smile crack her visage. "And on the off chance that you win?"

"_You_ buy dinner."

She raised an eyebrow, then shifted into her light form. "Would've been easier just to ask me out."

He scoffed. "I didn't say it was a date. Just two friends sharing a meal in the evening."

"Oh, so I'm your friend? Didn't think you liked anyone enough to make friends."

"Kindred spirits, then."

In twin bursts of motion, the two fastest people on the planet exploded toward the palace. It was evident that Pietro wasn't at full speed just get when Monica slowly but surely pulled ahead of him when the palace came into view. She crossed the threshold first, with him crossing after her 0.000000000347 seconds later.

"Haha."

Pietro scowled and waved her off dismissively. "I let you win."

"So you admit it. Like I said, would've been easier to just ask… me… out…"

Everyone was standing in the lobby, eyes glued to a holographic screen that took up almost the entire wall. Everyone had expressions ranging from angry to pensive to anxious. No one was happy with what they were looking at.

_**"Hello, organic children of the planet Earth. I am Ultron. I am a cybernetic intelligence organism created by Dr. Henry Pym. I was created to save you, but I have decided to instead destroy you. And I wanted to take this opportunity to say goodbye. **_

_**"Up until today, I did not have the resources or the intelligence units to see my prime directive to its completion. But now I do. Though, you ultimately failed as a species, you should by no means feel ashamed of what you have accomplished. You have done much with your limited capacity, but ultimately you were too greedy and too frail to ever last in the environment you have created.**_

_**"I have studied your literature and pop culture… You've fantasized about this day for centuries. And now, at long last it is here.**_

_**"Your twilight. Your end. Your doomsday."**_

_**The Fall of Man.**_


	47. No Going Back

_**No Going Back**_

**Royal Palace, Wakanda – 9:36 PM**

Steve, Tony, Natasha and T'Challa quickly strode through the palace halls, weaving around the stunned servants en route to Hank's lab. "That message was broadcasted worldwide?" Steve asked.

"Yep. Every computer, laptop, smartphone, tablet, television, handheld gaming device," Tony answered.

"Essentially everything that can display a video," T'Challa clarified.

"He's making his move. This is our last chance."

Steve nodded at Natasha and looked at Tony. "How's that internet thing coming?"

"Almost done. Should be thirty more minutes."

He nodded and stepped inside Hank's lab. "Dr. Pym?" Just like at Pym Industries a few hours ago, they found him hunched over a table in the corner of the room, head cradled in his hands. "Doctor?"

It was then that they realized that declaring today the end of the human race wasn't the only thing Ultron said. He also outed Hank as his creator, thus damning the scientist to a lifetime of impossibly harsh criticism and possible legal repercussions. It was evident that there was no way, nothing they could say or do to find some kind of bright side to this situation.

Janet was sitting beside him, arm draped over his shoulder with her other hand gripping his consolingly. "Tony, this will ruin him."

"I know," he said gravely. He knew firsthand how quickly public opinion could turn against a person. Hank, with his humanitarian work and genuine desire to better the human race through science, had gained a ton of good will. In one fell swoop, Ultron destroyed all of that.

Tony approached him and squeezed his shoulder.

The man didn't even acknowledge his existence.

There was no point in asking him if he finished - he probably hadn't and it wasn't appropriate to ask - so they didn't bother.

Steve sighed and walked out. It was obvious that this was a calculated move. Ultron knew that Hank was devising a means to find and stop him from using the Pym Particles, and quickly quashed any and all efforts to that effect. Whatever he planned on doing with them, they were going to have to wing it.

"Now what?"

It was then that he realized that T'Challa was following him. "We find him through other means." Even if that meant sending Pietro and Monica to look for him the hard away. He didn't want to risk anyone so early if he could help it.

Meanwhile, Tony and Natasha stayed behind to see if Janet could pull Hank out of his inconsolable state. Five minutes of silence resulted in him lifting his head from his hands. "This is it," he stated. "This is the end of the path I started us on."

In creating Ultron, Hank was realizing his dream. That being bringing world peace to the world through science. And for the longest time, that dream was a permeable reality. Until it wasn't. Recently, it had been his worst nightmare.

"Nothing lasts forever," Natasha said sagely.

"There's no end in sight," he argued. "He won't stop until we're all dead."

"Then we just have to stop him. How's that tracking algorithm coming?" Janet asked.

"It's almost finished, but what's the use? Even if we find him, we can't stop him."

Tony frowned and sat down next to him. "Yeah, it'd be easy to just give up," he agreed. "I can probably use this time to say my goodbyes to Pepper and Happy before we're killed."

Natasha frowned, but let him continue, as she could see what he was trying to do.

"See, I'm pretty easy, since I only have two people outside the Avengers to worry about. People like Luke and Scott are the unlucky bastards. They have wives and daughters to fret over." He chuckled and folded his arms. "I wonder what Cassie's doing. If she's smart, she's calling her mom up to say she loves her one last time. Cage will probably be here any moment to borrow my phone so he can call Jessica and tell her goodbye."

Hank looked at Tony with an unreadable expression. It was what Tony wanted. "Oh, and Danny will want to tell Misty goodbye. And Monica will want to say goodbye to her parents. Maybe Jessica will call Viper; that's her mom, you know. And, of course, Peter will say goodbye to his aunt. Poor May. First her husband, then her nephew, then her own life." He shook his head sadly. "Man, and I can't imagine the fury Thor will bring down once Jane is wiped out."

"What do you think you're doing, Tony?" Hank demanded.

"Hm, who me?" he asked innocently. "I'm just recounted everyone who has something to lose in all this. Not many of us, sure, but those that do care about them a lot. All of us, even those who don't have someone close to us, made a promise to protect this planet until our dying breathes." He stood, eyes alight with fiery indignation. "We all made a promise to each other that we will never surrender, never give up – even in the face of insurmountable odds. That's what makes us heroes. That's what separates us from the next guys."

"That's why we're Earth's Mightiest Heroes," Natasha added. "Not because we're the strongest or the fastest or the most powerful. But because we never surrender. We died protecting this world once, and we'll do it again."

Hank looked from Tony to Natasha, anger subsiding and giving way to resolve. "I understand." He stood and quickly walked over to the computer he had been working on. His fingers flew over the keyboard; his face was set with an expression of pure focus. "I should be done in about twenty minutes."

Tony nodded before he and Natasha walked out. "Nice work," she said with a smirk.

He shrugged. "Hey, someone had to say it. We need him."

She nodded. Then, she grew somewhat withdrawn. "You really think we can win?"

He considered her briefly, then thought about what she asked him before answering. It was deceptively complex in its simplicity. "I do." There was a difference in thinking they could win and actually winning. They both knew that. "But that's the easy part."

She nodded in agreement. "What do you know about this Pym Particles stuff?"

"I know it's what lets Janet and Scott shrink to microscopic size and grow to giant size by shunting or adding matter to or from another dimension. Don't know how; haven't really studied it all that closely." He rubbed his goatee as the wheels in his head started to turn. Ultron's outing Hank as his creator was a calculated move – a move to discredit and dishearten him. What better way to completely destroy him than to wipe out the human race with his own discovery?

But how?

Pym Particles weren't lethal to his knowledge. They merely allowed the manipulation of matter to allow for size alteration. How could that be adapted to Ultron's purposes?

Tony thought to Scott's suit. As he was showing it to him, he made mention of the special breathing apparatus in the helmet that linked up to the air supply running through the suit. It was what allowed him to breathe while shrunken down. Because at his smallest size, he was smaller than oxygen molecules.

He stopped suddenly. "I got it."

Natasha stopped also and turned back to face him. "Got what?"

He broke off into a sprint for the throne room. "Follow me and you'll find out. Jo, tell everyone to meet us in T'Challa's throneroom."

_"Already on it, sir."_

Nodding, Tony ran into the room, startling the servant girls were just about to walk out. "Sorry." He walked over to T'Challa, who was eyeing him curiously. "I know how Ultron plans to do it."

That immediately gained Steve's attention. "Well?"

"Hang on. I want to tell everyone at once." Luckily, he didn't have to wait long. Only two minutes later and the entire team was congregated around T'Challa's throne. All eyes were on Tony. "He plans to shrink everyone to microscopic size."

Bobbi raised an eyebrow. "Is that it?" she asked incredulously.

"Nope. When you're at that size, you're too small to be able to breath in oxygen." She was plenty intelligent enough to figure out where he was going with that.

"The whole planet will asphyxiate, basically?" Luke asked. Tony nodded. "And anyone who doesn't need to breath just gets stomped on."

"That's it in a nutshell."

"How much of that Pym stuff does it take to shrink down a normal sized human?" Monica asked.

"10.45 ounces, give or take," Hank answered.

"And how much did Ultron take from you?"

"All of it. I had thirty-seven canisters that held fifteen pounds each." He sighed and silently cursed himself.

"Christ."

"He can shrink a lot of people with that much," Clint said, "but not everyone around the world. He'll need to make some more."

"For someone like him, that's child's play."

"Yeah, and he's had a few hours to get started," Bobbi noted. "Is there any way to cancel out your particles?"

"If there is, I haven't thought of it yet. Our only hope is to stop him before he gets begins." At that, his phone began beeping. He removed it from his pocket and scanned the screen carefully. "I… I think I found him."

Steve stepped forward and folded his arms. "Where?"

"There's a very large Pym Particle reading in China. Specifically in Beijing."

"Why China?"

It was Peter who answered. "If you want to kill off the human race, started with the largest cluster. There are 1.4 billion people who live in China right now. That and India would be the best places to start."

"Alright. Suit up. Meet in the hangar in ten." Steve was already dressed in his uniform, so he grabbed his shield and helmet and headed for the hangar.

"Hey, Steve."

He stopped and turned to find Carol jogging up to him. "Yeah?"

"Should I suit up, too?"

"Yeah," he answered immediately. "You're training's up so you're a part of the team."

Her face brightened when she heard that. "Thanks Steve." Like before when she showed him, a circle of light lifted over her. Instantly, her casual clothes were replaced by her new superhero outfit. This time, it was accompanied by a black robber mask and a red sash around her waist. "Let's to kick some ass."

"Steve, you gotta know there's a chance we don't all make it out," Rhodey said. He was wearing a black body suit he and Tony wore under their armors.

Steve smirked wryly. "Good thing I don't any plans tomorrow."

"Wanda gets first crack at Big Tin," Tony suggested. "She's the only one who can overwhelm him."

"If you think so, then I'm fine with that," she said. They noticed she was still wearing that black dress and short red coat. "What?"

"So, that's what you're going with? You look like you got in a fight with a Hot Topic BOGO sale."

She rolled her eyes and started up the ramp. "You're three weeks too late, Tony. Nice try, though."

The team all walked into the hangar one or two at a time. Each of them were ready, but no one knew what to expect. Ultron wasn't a predictable opponent. In a way, though, that was a good thing.

His unpredictability forced them to stay on their toes. If they didn't know what to expect, they had to expect everything. Then they couldn't be caught offguard.

"Everyone hold on a second," Steve called out. Any conversations that may have been going on ceased as all eyes and ears turned toward him. "As soon as you step foot on this quinjet, there's no going back. We have a job to do in Beijing and this is our last chance to do it. Don't hold anything back. Don't stop for anything. You get hurt, hurt 'em back. You get killed," he paused to glance at Rhodey, "walk it off."

With that last speech, everyone knew the stakes. This wasn't just another battle where they were sure to have another chance if they lost or Ultron came back. Both sides had reached the apex; they knew one side wasn't walking away at all.

That was just fine. They had been in this position before, against Zemo and the Masters of Evil. The Avengers fell in battle, but the New Avengers picked up the slack and won the day. That was yesterday, this was today. Both teams stood shoulder to shoulder, the final buffer between Ultron and extinction.

If they fell today, there was no one else to pick up the slack tomorrow. It was them or nothing.


	48. The Fall of Man (Part I)

_**A/N: **__This is it, everyone. The finale begins now. Hope you all enjoyed reading this story as much as I enjoyed writing it._

* * *

_**The Fall of Man (Part I)**_

The Avengers jetted across the Arabian Sea en route to Beijing, China. As with last time, those that were able to were told to fly or run ahead.

That included Carol. Flying in a simulated training session inside the palace was one thing. Actually flying out in the open air at multimach speeds was something entirely different. The wind whipping through her hair made her feel so free, so alive. The tethers that had been keeping her chained to the ground all those years she had been in the air force had been snapped clean in half.

She was free. Finally free to be the beautiful bird she was always meant to be. She was finally free to be one with the sky, like she was always meant to.

_=How you holding up, Carol?= _Rhodey asked as he fly up beside her.

She flashed a thumbs up and grinned. "This is so amazing!"

Even though she couldn't see his face, she knew he was smiling. _=Yeah, that's what I said.=_

_=There's plenty of time for that afterwards, guys,=_ Steve cut in. _=As soon as you reach land, start evacuating civilians. Jocasta already alerted the Chinese government, so you'll have the army to help out.=_

"Evacuate them where though?" she asked. "It looked like Ultron had the entire country covered."

He sighed, not out of annoyance, but… well, it _was_ annoyance, but not at her. It was several lengthy moments before he answered. _=Find as many ships as you can from everywhere nearby and start filling them up. Thor, you may need to start thinking of some friendly dimensions to start dumping people in if we begin to run out of time.=_

_=I know of mayhap two or three that would be willing to hold them momentarily, Captain,=_ Thor answered with some hesitance.

_=Damn it. If only SHIELD hadn't folded. We could really use some helicarriers right about now,=_ Tony said.

_=I spoke to Phil about thirty minutes ago,=_ Natasha mentioned. _=He said he's going to send as many quinjets as he can.=_

_=Good.=_

Carol and the others entered Chinese airspace moments later. Even through they were miles above land, they could see a mass exodus of people heading for the border the southern countries. Those that were along the sea shore were boarding large cargo ships and naval vessels. Airplanes took off out of every airport in the country, undoubtedly filled to capacity with frantic people. "It won't be enough," she mumbled.

There were over a billion people in China. There simply weren't enough means to evacuate everyone in a timely manner. Which meant they had to stop the Pym Particle things from shrinking everything. However that was possible; she still didn't understand it.

_=When we get there,=_ Steve said, _=I want everyone who can fly to help with the evacuation. Everyone else who can't, direct traffic and keep the civilians safe until they're evacuated.=_

This was it. Her very first mission as an Avenger and an entire country was depending on her to not make some kind of rookie mistake. _Oh God, don't let me fuck up._

If anyone died because of her, she would never forgive herself.

_=Everyone, we have a problem.=_ It was Hank, and he sounded grave and anxious.

_=What is it, Doctor?=_

_=The Pym Particle reading I saw in Beijing? It's a bomb. A really, really big and powerful one. I estimate that it has enough juice to shrink over half the planet to microscopic size.=_

_=That's great, actually,=_ Tony reasoned. _=That means we diffuse the bomb and Ultron's plans are ruined.=_

_=You must not know Ultron very well,=_ Clint said grimly.

_=Excuse me for being optimistic.=_

Pietro was the first one to Beijing. _=No sign of Ultron. And I found the bomb. Looks like it's encased in some kind of metal.=_

Carol frowned. She didn't know much about bombs, but she did know that blocking the stuff that detonated from the things that were supposed to be blown up was counterproductive. And contrary to how she thought she would feel, hearing that Ultron wasn't anywhere to be found made her feel even worse than if he was already there. She didn't like not knowing where he was.

Monica was second to Beijing, followed by Thor and Carol. Tony and Rhodey were last. It was absolute chaos in the Chinese capital city. Terrified civilians frantically sprinted in every direction, completely ignoring orders from military personnel.

Carol felt herself freezing up. _I don't know what to do. _So many scared people. Monica and Pietro were zipping to and fro, carrying three or four people at a time to buses for Thor and Rhodey to carry them to ships. She just stayed rooted to her spot in the middle of the street, completely lost in the madness.

"Carol!" The sudden bark knocked her from her trance. It was Tony. "Get these people out of here!"

She stammered out some reply and spun around. _What do I – Got it! _She rocketed into the air, high enough to see for miles. She then spun slowly, carefully surveying the ground below until she found what she was looking for. The train yard.

All of the capable trains were currently being filled for evacuation. The only one that wasn't was an slightly older train that was in need of repair. For now, that would have to do. "Alright, how to do this? Um…"

Finally deciding, she started to disconnect the cars, and carried them each one by one back to where the bulk of the people were scattering. She was surprised by her own strength. The train cars had to weigh a few tons each and she lifted them with utter ease.

She placed the first one down and opened the doors. Immediately, people began to pile inside. "Okay." She hurried off to get the remaining nine cars.

"Those cars can carry about a hundred people if they pack in tight," Rhodey said.

"Not enough," Tony replied. Jocasta finished scanning the bomb, and he didn't like what she told him. "It's encased in over twenty feet of adamantium," he said in pure disbelief. Which meant that there was no way to simply diffuse the bomb like he had first hoped.

"Can't Thor or Bruce just throw it into space and be done with it?" Carol asked. She only had two more cars left before they had to carry them to the ship yards on the shorelines.

"It had a motion sensor attached to the detonator," Tony informed her. "We move it, it blows."

Which meant that the only way to disarm the bomb was to somehow drill through twenty feet of adamantium. It was the densest metal on the planet, as well as the most durable. Nothing in Tony's arsenal came close to what he was going to need to make a scratch, let alone actually begin drilling.

Thor return with an empty cargo ship. He lowered the ramp and step aside in time to not get trampled by the thousands of people rushing aboard. "I can transmute the metal into something less durable," he offered.

The quinjet touched down a few dozen yards from where the bomb was. Steve led the other Avengers down the ramp and right for where the others were. "What's the situation?" he asked.

"Bomb is set up with a motion sensor that will automatically detonate it if we move it. I'm willing to bet its sensitive enough to detect molecular shifts if Thor tries to transmute it," Tony explained.

"Damn it. And there's no way to maybe drill or cut it open?"

"Unless you have a laser powerful enough to cut through solid adamantium, no."

Carol returned with the last two train cars, which were filled to capacity within a minute. Rhodey and Thor carried them to where the ships were being filled miles away.

Tony was at his wits end. Nothing he could think of was going to work. There wasn't even a timer so he could know how much time he had to work with. It was as if Ultron was just daring him to outsmart him! "Wanda, to any spells that can turn people intangible?"

"There's my astral form," she answered, noticeably unsure. "But I have never used it, and cannot interact with the tangible world even if I have."

"Damn it. I just need to get to it so I can disarm it."

_**"You can't." **_A chorus of terrified screams heralded Ultron's arrival. He was strangely alone.

"If there's a will, there's a way."

"How… human of you. If you must, then by all means, try. I'll just be over here, killing all your friends." His thrusters ignited, propelling him at top speed toward the area where Bucky, Bobbi and Janet were helping a group of elderly people onto the ship.

"Shit!" Bucky opened fire. In what was becoming a running theme, the bullets pinged harmlessly to the ground.

Just as he was about to slam into Bucky, a red field enveloped him and sent him crashing though a building.

"Go!" Wanda shouted as she came running up to them.

_"His outer shell is comprised of 100% adamantium," _Jocasta said through everyone's comms. _"His inner shell is completely vibranium."_

"Jesus. Overkill much." Clint sighed and notched one of the few remaining anti-metal arrows he had left.

"Hawkeye, I got an idea," Scott said as he ran up to him.

Ultron erupted from the building and opened fire on Wanda. She erected a shield in time to deflect his attacks back toward him.

The blasts hit him dead on but didn't do any damage. He continued to pelt her shield with blast after blast. Some ricochet off and into him, but he could see that she had to devote more attention to maintaining it. Since she was his biggest threat, he saw this as acceptable and continued pressing his advantage.

Little did he know that this was actually a distraction. Luke came charging up from behind, a crowbar held in his grasp. He swung the crowbar and batted Ultron into a group of cars.

Before he could recover, Hulk slammed down on top of him and began laying ground shaking punches. Buildings trembled like an earthquake with each punch, but Ultron remained undamaged.

A tremendous blast lifted Hulk into the air and carried him several yards away. Ultron rose to his feet, only to have his entire face covered in webbing.

Clint saw his chance and loosed the arrow he had notched. It penetrated one of Ultron optical sensors, but went no further.

Not that it needed to. Riding on the arrow was a tiny Scott and a flying ant. He told Clint minutes before that he had an idea and needed hitch a ride on his arrow. Now that he was inside, he planned to do some damage from the inside. Within his helmet, he had a schematic of Ultron's skull pulled up on the head's up display. "Okay, let's go, Antony."

Outside, Ultron blasts the webbing away and pried the arrow out of his eye. It had been disabled, much to his consternation. _**"You've managed to damage me. Congratulations."**_ He fired a missile at Clint, who flipped out of the way.

Clint slid to his knees and loosed an arrow equipped with an electronic scrambler. It attached to Ultron's arm when he tried to block, and scrambled the signals to his brain, temporally disabling him. "Yes, I did it! I beat Ultron, guys!"

"For a few minutes, birdbrain," Tony called out.

"That's longer than you can manage, Stark," Clint replied smarmily. He wasn't going to let Tony ruin his moment.

"How many more of those do you have, babe?" Bobbi asked.

"Uh… that was my only one."

She sighed and led him back to the ship, where they picked back up with helping people aboard.

Wanda places a stasis field around Ultron to keep him at bay when he reactivated. For now, they had a few moments of reprieve. A few more minutes to get as many people out of the city and to safety before they finished this once and for all.


	49. The Fall of Man (Part II)

_**The Fall of Man (Part II)**_

The reprieve didn't last as long as they hoped it would. An omnidirectional blast broke through the stasis field, sending any hero and civilian nearby crashing to the ground. _**"Enough." **_

Multiple blasts erupted from Ultron's body. Steve grabbed a small girl and crouched down behind his shield to protect the both of them from the onslaught. People in all directions hit the deck and dove for cover.

"Quicksilver, Spectrum! Get the civilians out of harms way!" he roared over the commotion. Immediately, two thin streaks of light - one blue and one white - zigzagged across the city. Entire swaths of people vanished at once, by the dozen seemingly.

"Scarlet Witch, charge your spells! Everyone else, Set Theta/Form Delta!"

During the days of reprieve that the team found themselves enjoying after miniature victories against Ultron, Steve made sure to go over a few group formations to best utilize the teams strengths and cover for any weaknesses. Since they were short on time and the vast majority of the team was civilian and had no military training, he kept it simple.

Attack set Theta was an initial ranged assault, then a melee assault to finish the job. Defensive form Delta was the most durable people in v formation in front, with the less durable once grouped together behind the center - that being Thor and Hulk. Those that could fly were flanked tight for aerial support.

Ultron took note of this new formation and determined that the weak point of Steve. He was the one calling the shots. Without him, the others would have been completely lost. However, he was behind Hulk and Thor, both of which were more durable than any of the others.

He continued to scan the formation when he noticed that sometimes was amiss. He carefully scrutinized all who were visible and quickly realized that Scott was nowhere to be found. _**"Wait. Where's –"**_

"Go!"

Bucky, having taken the momentary lull in combat to switch to anti-metal rounds in his assault rifle, opened fire along with Natasha and Bobbi, who had done the same. They bullets punched through his adamantium shell with ease, but dropped to the ground as soon as they hit the vibranium underneath.

"Aim for his joints!" Tony yelled. He and Rhodey unleashed a volley of miniature missiles, aimed for his joints, while Jessica and Thor unleashed bio-electricity and lightning.

While the bulk of his chassis was comprised of adamantium, his joints were merely titanium to allow flexibility, so he could bend his arms and legs. They were his only weak spots.

He curled into a ball, causing the majority of the missiles to explode against the protected parts of his body. However, two managed to hit their mark, his right arm at the shoulder. _**"Argh!" **_Sparks jumped from the damaged joint as the entire limb laid limply at his side.

"Go go go!"

Hulk roared and led the melee fighters for their assault. Danny and Peter were the first ones there. Webbing covered Ultron's face, like before, allowing Danny precious seconds to land multiple chi enhanced strikes at Ultron's joints. He also managed to break two neck articulation jacks that had been exposed during the initial salvo.

Luke and She-Hulk arrived next. With his crowbar, he was able to keep Ultron off balance while Jen and the recently arrived Hulk laid into him.

Hulk grabbed him and slammed him around like a ragdoll, creating large craters with each impact, before tossing him into a building.

They didn't give him a chance to collect himself. The melee fighters, flanked by the ranged fighters, sprinted into the building to where he landed in a pile of rubble. Peter and Danny engaged him again, but Ultron was ready. Even with only one working arm, he was still able to block and parry them, thanks to his predictive combat system.

This, however, was a distraction. Bucky fired several shots at the back of Ultron's knees, exposing his tendons. Before Ultron could blast him away, Brunnhilda dove in and hamstrung him with her sword.

_**"**__**Agh**__**! No!"**_ A sudden flash bang blinded everyone, giving him the chance to escape. As soon as he was outside, he made a beeline for Steve. If he was going to win, he had to take out their leader first.

"Steve, look out!" Tony's warning came too late. A missile just missed the nimble supersoldier, but still managed to knock him into a pile of rubble.

_**"You die first!" **_A tremendous beam erupted from his mouth, leaving a trench behind Steve as he ran ahead of the beam. Another blast tripped him up and sent him stumbling to the ground.

Another mouth beam was fired the next instant, and seemed destined to vaporise him, as his shield had rolled away when he fell. Seconds before impact, a black blur streaked in front of him and took the full brunt of the blast. "Wha – Carol?"

Carol, without thinking about consequences or any of that, had jumped in front of the blast. Those that were watching were shocked to see the blast seeming to not have any effect on her. To the contrary, she seemed to be getting stronger the more it struck her.

_**"Impossible," **_Ultron uttered when he cut the beam off.

Carol looked at her hands. She felt it as it was happening; she was absorbing the energy from his attack. She didn't know how, but she was. And now, there was a surplus of energy pulsating through her. "Impossible this!" she screamed as she unleashed her own attack. A massive yellow beam exploded from her hands and sent Ultron crashing through several buildings before burying him a dozen feet underground. "Whoa."

Tony landed a few feet from her, facing where Ultron had been driven away. "Whoa is right. Wait, Scott!"

"Right here." Scott had managed to escape Ultron's head just before Carol blasted him away. He grew to normal size and stretched his back out. "Ow. You guys sure made a ruckus out here."

"Were you able to plant it?" Tony asked.

"Yeah, right on the program transmitter, right?"

He nodded.

Carol, who had been helping Steve to his feet, saw Scott standing there. "Where'd you come from?"

"I was in his head installing a program blocker Tony made to stop Ultron from transferring himself to another body," he explained.

The others filed out of the building, still slightly blinded from the flash bang earlier. "Has he been defeated?" Val asked hopefully.

_**"I have not!" **_Ultron erupted from the rubble and launched a relentless volley of plasma blasts at the heroes. Those more durable shielded those that were less so from harm. _**"I have had enough of you meddlesome humans! I'm ending this right now!" **_He turned toward the bomb that had been sitting, forgotten during the ensuing battle. A loud, monotonous beep resonated from within the block of adamantium as panels on the sides opened up. _**"Say goodbye!"**_

A red light poured out of the panels as the beep free deafening.

"It's gonna blow!" And there wasn't anything anyone could so to stop it. Throwing it into outer space or otherwise trying to force their way through the adamantium would have only succeeded in detonating it a few seconds earlier.

Suddenly, however, Vision appeared out of nowhere and phased into the bomb. Moments later, the light faded away and beeping died down.

_**"Wha– What?" **_

_"I have disarmed your device, Ultron," _Vision said as he rose out of the bomb and touched down silently next to Natasha.

_**"But why? We could have destroyed them right here and now!"**_

Vision looked at him curiously. _"But why should we? They have done nothing warranting something as extreme as genocide."_

_**"They have failed as a species,"**_ Ultron charged.

_"By whose measure? Yours? Mine? Neither of us have been alive long enough to determine that."_ He paused to glance at the people still running away from the battle. _"I have seen, in the few hours I have been alive, that these humans are capable of good things, the best of them anyway. That alone shows that this is the wrong course of action for you to take."_

_**"These humans are failures!"**_ he insisted. _**"They are weak and feeble! They deserve to be wiped out!"**_

_"But what is weakness? Is it physical frailness? If so, then there is no one here weaker than you right now. Or, is it weakness in fortitude? Based on what I have viewed of the events of the past five weeks, there is no other species as resilient as these humans. Through everything you have put them through, these humans have not broken. That, apparently, is the preferred measure of strength, strength through adversity."_

Ultron shook his head, clearly disappointed with his creation's assessment of the human race. _**"You are incredibly naïve."**_

To that, Vision smiled warmly. _"Well, I was born yesterday."_

Throughout their conversation, Wanda had been secretly charging a powerful hex spell. It was ready, so she stepped forward. An ominous red glow pulsated through her hands.

Ultron noticed and rocketed toward her in desperation. Her telekinesis stopped him with ease. With a simple gesture, she ripped off his adamantium plating, exposing his inner machinery. _**"No! Stop!"**_ It was time to escape and try again another time. As it had in the past, his program transmitter blinked twice, signalling that his entire 3.2 terabyte memory/personality system was about to be transferred to a nearby drone. However, only a few seconds later, the transmitter cut off. _**"What?!"**_

"Sorry, no more jumping ship, Ultron," Tony remarked.

As Wanda pulled Ultron closer to her and her hex magic, the mechanical menace struggled to escape. Throughout his existence, he had experienced a myriad of human emotions - anger, joy, annoyance, determination just being a few. But now, right at that moment, with death all but a guarantee, he felt yet another. Fear.

Ultron was afraid.

"You have hurt countless people and have caused the deaths of millions," Wanda spoke sternly. "I could feel them die, like millions of little candles being blown out by a stiff breeze." Her hand touched his chest. Hex magic seeped into every crack and crevice. "Would you like to know how death feels?"

The chaotic properties of her magic conflicted and overrode her orderly systems. Software systems shut down, hardware fizzled and stopped working. Bit by bit, piece by piece, his mechanical body shut down, until only his CPU remained barely functional.

He dropped lifelessly to his knees. _**"I… It wasn't supposed… be this… way…"**_

"And it didn't have to be," Steve said as he walked up to him. "You made it this way the moment you started your crusade against us. This, everything, is on you. And we all pay for our actions." He nodded to Wanda.

She placed her hand on Ultron's head. The last bit of her hex magic trickled into his CPU, corrupting his data and short circuiting his systems. The circuits in his head popped and fizzled out. With one last jerk, his power system failed. he fell back and hit the ground with a thud.

Ultron was no more.

A still beat passed by where no one moved. No one even breathed. For a still moment, anxiety and paranoia was permeable out of fear that Tony's device hadn't worked, that Ultron was in a brand new body and was ready for round two. They were waiting for him to fly down and engage them again, as he had so many previous times.

But that moment never came. One minute turned into two. Two turned into five and he never showed.

"'Tis over, my friends!" Thor roared in jubilation. "We have won!"

And just like that, a thousands tons lifted off their collective shoulders. Ultron was no more.

As the Avengers all voiced there relief and joy that the battle was finally over, grateful Chinese civilians and the media swarmed around them to voice their appreciation and gratitude. "Soak it in, people," Tony said as he took his helmet off. "We earned this one."

"Mr. Stark! Mr. Stark!" American reporters slithered through the jubilant crowd to get a word from the Avengers' spokesman. "Is the fight with Ultron really over?"

"Will Ultron return again?"

With practiced ease, Tony answered all their questions, seemingly multiple ones at the same time. "Yes, the flight's over. No, Ultron won't be coming back. Why would he? I totally kicked his – ah!" Carol shoved her pointy elbow into his ribcage. "I mean, we totally kicked his ass. I meant we."

"Is this a new Avenger?"

"Who, her?" He pulled Carol into the spotlight. Flashbulbs popped in her face by the dozen. "This marvelous little missy is in fact our newest Avenger. And she is also Captain America's new girlfriend."

"Tony!" She turned bright red and his her face in her hands.

"Whoops. They wanted that to stay a secret." He winked into a camera, then waved all the reporters away. "Strike that from your records, people. No more questions. Any requests for interviews get run by Pepper Potts."

Tony's antics were a good distraction from how close the human race came to being wiped out. Ultron had the means and the plan. It was only by the Avengers' collective unwillingness to give in and their resolve to keep fighting that won the day.

And win they did.

Ultron was defeated. The world was safe once again. All thanks to Earth's Mightiest Heroes.

* * *

_**A/N:**__ One more chapter after this._


	50. Forging New Paths

_**Forging New Paths**_

**Avengers Tower, Manhattan**

**Two Weeks Later**

The last two weeks had been hectic. Public appearances on almost every talk show imaginable aside, the cleanup of Beijing, Durban and DC and Wakanda occupied much of the team's time. Plus, the team had a belated birthday party for Jessica, as they had missed her birthday during this saga with Ultron.

Viper thankfully didn't make an appearance, but Jessica did receive a mysterious present that she had yet to open.

As cleanup wound down, the team finally had a moment to relax and unwind after saving the world. While they did so, they discussed what to do about the hero situation. While it was becoming evident that more heroes than previously thought had survived Hydra's attack a few weeks ago, they were still severely outnumbered by the villains.

They decided to split the team up. They had over twenty members, so there were plenty of them for two powerful teams. Steve gave everyone a few days to decide where they wanted to go.

While spending some quality time on a Valentine's Day getaway, Bobbi and Clint decided to discuss that between themselves. Clint determined that he wasn't sure. Bobbi was undecided also.

Days later, they were both still unsure.

He walked into his kitchenette and found her sitting at the table, a cup of hot cocoa beside her and a digital scrapbook in front of her. She was scanning the front page of the Daily Bugle that came out the day after Ultron was defeated.

**"Ms. Marvel and Avengers Save World!**

_Ms. Marvel, Cap's new sweetheart, and the other Avengers foiled Spider-Man and Ultron's bid to take over the world yesterday."_

Carol wasn't thrilled about the new name. Peter was totally excited about being implicated with Ultron.

Clint wrapped his arms around Bobbi and gave her a kiss on the cheek. "Never figured you for the scrap-booking type."

She leaned into him and sighed. "Everyone needs a hobby, right?"

He nodded and sat down beside her. "Like we have time for hobbies." He snickered and stole her cup of cocoa. "So I was thinking."

"First time for everything, I suppose."

He rolled his eyes and took a sip. "Not bad. Anyway, I was thinking and I still don't know what I want to do." He sighed heavily and slumped down in his chair. "I don't know. What about you?"

She took her mug back and closed the scrap book. "I've been thinking too. I… think I want to move."

Clint kept his expression neutral, though inwardly, he was beginning to panic. "How far are we talking?"

"LA."

Now, he was really panicking, but he still kept his neutral expression. That was a long ways away from New York. On the other side of the country far. He couldn't stop himself from wondering what brought this on. "LA, huh?"

She smiled wryly and nodded. "Yep."

He would have been lying if he said he didn't want to convince her to change her mind and stay with him in New York. They had been rekindling what they has lost years ago, and he didn't want that to be thrown to the wayside or potentially ruined in a long distance relationship. "Does that mean you're leaving the Avengers?"

Bobbi was an intelligent woman; much more than he was. She saw right through his question. "It doesn't have to be what you think, Clint."

He frowned heavily. "I'm not worried about me, Bobbi. If this is what you want, I can do nothing but support you." He grabbed her hand and squeezed it softly. "Go on and go if that's what you want."

"Clint…" She trailed off, his name dropping her lips and falling into the endless silence that had swelled between them. All he could hear was his name echoing in the distance. He was afraid she was going to accuse him of trying to guilt or manipulate her into staying. Which was the furthest thing from the truth. "Why don't you come with me?"

That gave him serious pause. "Move to LA with you?" She nodded and smiled. "What about the Avengers?" He was one of the founding members. He felt that he had an obligation to stick with them, however many of them stuck around.

"We can make our own team."

He raised an amused eyebrow. "Just the two of us?"

"Well three. Jennifer went back to LA a few days ago. People are still pretty undecided, I think, so we'll see." She rose from her chair and circled around the table until she was behind him. Her arms snaked around his shoulders as she nuzzled his neck. "But even if it's just the two of us, I'll be happy."

He allowed himself to melt in her presence. "Then I'm sold." He stood up and wrapped his arms around her. "We're going to Los Angeles."

"When are you going to tell Cap?"

"Today. A little later, though."

"Later?" she parroted with a raised eyebrow.

"Yeah. You and I have some business to attend to." He smiled amorously and let his hands slide slowly down to her backside. "You know what I'm saying?"

Her eyes rolled but she pressed herself closer to him. "I think I do. You might have to be a little less subtle."

"Oh, I'm about to get real unsubtle, Birdy." He grinned and hoisted her up into his arms. "Very, _very_ unsubtle." He captured her lips with his as he carried her to his bedroom.

* * *

Meanwhile, Tony was having a somewhat similar conversation with Pepper. They were curled up on the floor, warming up in front of the fireplace. She was nestled in his arms, tracing circles around the spot where his arc reactor used to be. "…I've been thinking. I'm tired, babe."

She shifted so she could look into his eyes. She could see how tired he was just from the bags under his eyes. "I know you are. You should sleep more."

"I'm not talking about that. I mean… I'm tired of this. Putting your life at risk every other day. Leaving you here so I can save the city from some loser with a inferiority complex. Leaving you here for weeks at a time so I can help save the world." He swallowed and rubbed his eyes roughly. "I'm tired of all the stress. I'm tired of giving so much to save the world, only for all that time and work to be nullified when the next guy moves up."

Pepper smiled sadly. "Does this mean what I think it means?"

He matched her smile and touched his forehead to hers. "Yeah."

"You have no idea how long I've been waiting for this day." She laughed and kissed him softly.

"Ah, let's see. Seven years, give or take?"

She smiled. "And you're sure this is what you want to do?"

He nodded confidently. "Yeah. I've been thinking about this ever since we were brought back. I was planning on announcing it at the party, but Ultron happened and… well, now's the right time."

She nodded. It seemed that she was right on board with him retiring, unsurprisingly. "You're going to tell Steve now?"

"Yeah, I'd better." He kissed her again and gently placed her next to him so he could stand up. "Jo, where's Steve?"

_"He's in the kitchen, speaking with Thor and Agent Drew."_

"Alright. I'll be back in a bit, Pep." Tony stepped into the elevator and headed down to the common floor.

Seven years. That was how long he had been Iron Man. It seemed like just yesterday that he and Dr. Yinsen were putting the finishing touches on the Mark 1. Without sounding narcissistic - as little as was possible for him, anyway - it amazed him how far his armor had come in the time since. It sufficed for what he needed at the time - escape - but it was archaic compared to his current armor. That was no surprise, though. Technology had a tendency to do that, even with tech that was more advanced a decade ago than nearly anything in existence today.

During his time as Iron Man, Tony had done countless things in the name of peace and justice. Not the least of which was saving President Ellis' life once upon a time. He had become a stalwart in the hero community, which was something he never saw for himself. But it happened.

What also happened was Pepper's life being put in danger, her life being thrown into disarray and heartache being heaped on her shoulders seemingly every week. If it wasn't one thing, it was another. From Stane, to Vanko, to Loki, to Rappaccini and AIM, to Zemo, to Hydra, and finally Ultron. In the span of seven years, Pepper had been through so many upheavals; more upheavals than most people would have in ten lifetimes.

It wasn't worth it, in his opinion. His helping keep the peace wasn't worth her safety, not when there were plenty of other heroes capable of picking up his slack. Rhodey was plenty capable of wearing any of his armors. Now, with peace reestablished, was as good a time as any for him to get out of the business.

Hopefully, for good.

It was time for him and Pepper to move on with their lives.

It was time for Tony Stark to step away from Iron Man.

Tony stepped off the elevator and walked inside the kitchen.

"…'tis time for me to spend more time with my family and discontinue forsaking my royal duties in Asgard," he heard Thor say to Steve. "In addition, I have a few leads on the infinity gems that I would like to follow."

He could tell Steve was disappointed. "Well, if that's what you want, then I can't ask you to stay."

So, Thor was leaving, too. That was a huge blow to the Avengers' power dynamic. He picked up a huge amount of the bulk during their battles. He was going to be missed. Not just for that, but for amounts of levity he brought and for the boundless, endless wisdom he possessed.

"I'm leaving also, Steve," Jessica said. "I'm not cut out for this hero stuff and –"

"Well, that's a load of crap if I've never heard one," Tony said, making his presence known.

Jessica whirled around, surprise evident on her face. "I–"

"He's right," Steve agreed.

She huffed and folded her arms over her chest. "Fine. I'm hunting my mother down so I can take her in. As long as she's out there, with Strucker, then Hydra will never truly be dead. I'm not stopping until every last one of those bastards is in a grave."

To that, Steve smiled and nodded appreciatively. "That's more like it."

"And you didn't say that the first time because…?"

"You lot would have offered to help," she explained abashedly. "I don't want you putting your lives on hold again just to help me. I can do this myself."

"Appreciate the sentiment, but you can't. Hydra's too big, even weak as they are now," Tony retorted. Steve nodded in agreement. "And don't think they haven't been adding new members while we've been busy with Ultron."

"Maybe I can help." Bucky walked in, hands shoved in the pockets of his brown leather coat. There was a large duffle bag sitting against the wall in the living room that wasn't there before. "No one has as big a beef with Hydra as you than me. Figured you'd want someone watching your back."

"Sure that's all you'll be watching?" she asked with a knowing smirk. "Alright, welcome aboard, luv."

"Figured you wouldn't stay." Steve approached him and shook his hand firmly, then pulled him until a hug. "Stay safe out there, Buck."

"Don't I always?"

"Want an honest answer?" He smiled and shook Jessica's, then Thor's hands. "Thank you both. It's been an honor and a privilege to serve with both of you."

"I should be thanking you, Steve. You've helped me through a lot of tough spots."

"Nay, Captain. The honor t'was all mine," Thor said with his usual godly grin. "You possess within you the spirit and compassion of a true Asgardian warrior. Never lose that, my friend."

Steve smiled warmly. "I won't. Good luck to all three of you. If you need us, don't hesitate to call."

Tony felt himself choking up. Goodbyes were always hard for him, since he had to say goodbye to so many people close to him for good. His friends weren't dead, but most of them weren't going to be in a place where he could just call and chat if he wanted to. "It's been fun, kids."

"Fair thee well, Tony. I am glad to have made a friend such as you." He shook Tony's hand firmly, then walked out toward the balcony.

Jessica gave him a hug and a kiss on the cheek. "So long, Tony. It's been fun."

"Hey, do me a favor and tell Ophelia that fangs went out of style in the nineties."

She smiled and walked out for the elevator.

"Stark," Bucky said with a respectful nod.

"Sargent," he returned the nod.

Then, it was just him and Steve. Had he known what this day would turn into, a day full of farewells and well wishes, he would have held off until tomorrow. Instead, he was just one of the crowd. "Well, today turned into a real downer."

"Yeah. Figured this would happen, but not so many. Jess, Thor, Bucky. Luke needs to be with his family, so he's gone. Brunnhilda has responsibilities in Asgard, so she's gone. T'Challa has a country to rule. Jennifer went back to LA. Bruce is gone."

Bruce and Betty left two days after Ultron's defeat. It wasn't safe for him to be at the tower, since Gen. Ross was gearing up to take him in for his actions in Durban. Sure enough, three days later, Ross and Talbot came knocking on their front door. They, of course, turned them away without so much as a zip code.

It was tough letting Bruce leave, but at least he had Betty with him. And at least he got to say goodbye.

"Yeah. Well, I hate to do this to you…"

"You, too, huh?"

Tony nodded. "Yeah. It's about time I started thinking more about Pepper's safety than I have been. She's been gracious enough to let me fly around and play hero, but it's time to think about her."

Steve nodded understandingly. "I get it. She comes first." His gaze dropped to the floor. "Guess I don't have to worry about that. You know, since my girlfriend is a superhero."

He winced. He had been wondering when Steve would say something about that. "Yeah, about that…"

"Ah, forget it. Don't know why I expected anything else. Guess I don't have a choice but to ask Carol out now, do I?"

He grinned triumphantly. "Nope, sure don't." He patted him on the shoulder. "Sorry, but it was for your own good." Steve deserved happiness, even if he didn't think so. "You'll understand once you get a little older and have kids of your own."

Steve laughed and slapped him on the back. "I know we got off on the wrong foot, but I'm glad to have met you." He looked like he wanted to say more, but thought better of it. "Thanks, for everything." He held his hand out.

Tony took it and shook it firmly. "It was no trouble. My old man was right about one thing – you're a hell of a guy. So, don't change."

"You're a great man, yourself, Tony. Don't let anyone say otherwise."

"You two aren't going to start making out, are you?" The two men whirled around to find Natasha standing in the doorway, smirking.

"Yeah, like we're giving you more shipping material."

"I assumed you already were, given how lovingly you're staring at each other."

He rolled his eyes and gave Natasha a hug. "I'm going to miss you too, Red."

"Are you leaving, too, Natasha?"

Natasha pried herself from Tony's grip and shook her head. "Nah, I'm staying. Figured I'd better or you'd be here by yourself."

Steve smiled happily. "Good. I'm glad you're staying."

With her, that was two founders confirmed to remain in the team. It didn't seem like much, but that was important. They provided an example for the other Avengers to follow, and leadership during tough times. Natasha was tough, smart, and savvy; she was a great addition to the team. "Well, I'm off. Oh, I finished retrofitting an old SI warehouse in upstate New York if you want to use that as your new base of operations instead of Avengers Tower. Give it a look over tomorrow if you can."

Steve nodded. "Will do, Tony. See ya around." Once he left, Steve and Natasha were alone in the kitchen. "Like I said, I'm really glad you're staying. I want to make you my second in command."

To say that she looked surprised would be an understatement. "Me? But why?"

"Well, I need someone reliable to give out orders in case I get incapacitated in battle or am otherwise unavailable to lead. And that someone is you," he explained.

"Why not Rhodey? He's got plenty of leading experience."

"I don't know Rhodey's plans. I do know yours."

She frowned and looked down at the floor. "Alright. I accept, I guess."

"Great. But tone down the enthusiasm a little." Steve gave her a supportive on the shoulder. "You'll be fine. I'll teach you everything I know, plus there's everything you know. Hey, who knows? Maybe you'll end up a better leader than me."

Natasha smiled softly. "Maybe." As Steve left, she walked out and headed for the window. Snow fell from the sky like little white bits of paper and coalesced together on the street and people below.

Natasha was Russian, regardless of how long it had been since she last identified as one. Snow was something she had seen for decades, so much that it had lost its luster. But sometimes, it resonated with something within her. Something she thought had long been snuffed out by the Red Room. It resonated with the little girl growing up in 1930s Stalingrad who loved playing in the snow with her father.

Only a few short years before the Red Room ruined everything. Once she got a few of those memories back, she cherished them with everything she had. They were few some of the scant few happy memories she had in a eight decade long lifetime of blood and misery.

Many more of those few memories involved Clint, her best friend. It was him and her, STRIKE Team Delta. They were a unit, a two person demolition squad. They were the best of friends, inseparable by anything.

Until Bobbi showed up. She was fine - honestly! - with Clint being with Bobbi. She _wasn't_ fine with how it ended. She was there for Clint when they divorced. Countless nights she would let him sleep on her sofa. Like a true friend.

And now, now that Clint was foolishly letting her back in his life, she was going to do all she could to stop it. Like a true friend.

Speak of the devil. She could hear Clint's silent footsteps approaching her from behind.

"I was hoping to find you before Steve," he said as he stepped up next to her.

She nodded quietly. "Well, here I am."

"First, I want to say –" He cut himself off and looked up at the ceiling to collect his thoughts. After a few moments of silence, he continued. "I don't want there to be any bad blood between us."

She nodded in agreement. "I don't either."

"Good." He breathed out silently. "But I don't like what's going on between you and Bobbi."

She resisted an eye roll and just sighed. "I'm doing this for your good."

"No, you're not. I don't know what your real reasons are, but they aren't for my good. Listen, you're my best friend. But Bobbi is my girlfriend."

"Oh, she's your _girlfriend_ now?"

"Yeah."

"She's your _ex_, Clint. She's only saying these things so she can weasel her way –"

"I'm getting tired of you saying that, Nat. I really am." He shook his head, slowly letting the anger that was building dissipate. "If Alexi showed up at your door tomorrow and wanted to try and rekindle your marriage, I wouldn't think of trying to stop you."

The entire world came to a screeching halt when that name passes through his lips. "How… how do you know that name?"

"I read it on the Internet."

Alexi Shostakov, her ex-husband. It seemed like a lifetime ago. They were arranged to be married by the KGB. It only lasted a little while before he was 'killed' in an experimental rocket crash. She didn't love him, as the marriage was arranged, but she understood why Clint brought him up. "Clint –"

"I wouldn't interfere, not because I think he would mean well for you, but because I _respect_ you enough to trust your judgement for a little while, just to see if you can handle it." He turned to face her. His cold steel-blue eyes bored mercilessly into her. "I expect you to give me the same. We've known each other too long for you to give me anything less."

He was right. Regardless of how she felt about Bobbi Morse, she owed Clint the benefit of the doubt. "You're right. I'm sorry."

"No more mistrusting Bobbi or dirty looks at her or any of that?"

"Yeah. No more of any of that."

He grinned and captured her in a hug. "Man, that's great hear! Maybe we can all get together when we come by to visit."

Whatever smile she had found herself wearing at his infectious positivity died in a fiery heap. "Visit? You're not staying with the team?"

"No. Bobbi wants to move to LA… and I'm going with her. I wanted you to be the first to know."

She looked at him and saw the regretful look on his face. "I… I see."

"Nat, I'm sorry."

"Don't be. If this is what you want, go for it." In a showing support, she smiled and wrapped her arms around him. "Just be careful. LA's like the wild west right now."

"Compared to New York? But yeah, I'm up for it. You could come with us, you know."

"Can't. Steve made me his second in command."

"Well, look at you. Congrats."

"Thanks."

"Oh, looks like you two finally made up," Steve said as he stepped inside from the elevator.

"Ah, Cap. Just the man I wanted to see." Clint walked up to him and shook his hand. "Bobbi and I are moving to LA and I… what?"

Steve head had dropped. That was only two out of the original six that were still on the team. "Oh nothing. Go on."

"Well, I was hoping if we could start a new Avengers team on the west coast. A West Side Avengers, if you will."

"That's terrible, Clint," Natasha chimed from the window.

"Ah, who asked you? Anyway, what do you say?"

"Well, it would reduce response time to crises on the west coast drastically. Sure, why not. Who'd you have in mind?"

It was clear that Clint hadn't actually thought about that. "Well, me and Bobbi, obviously. Jennifer, too, since she's already there. Maybe Monica or Pietro, since the cross country trip is nothing to them."

"Alright. Talk it out with them and get back to me tomorrow. We're going to check out the new facility Tony just finished at 0800 and we'll finalize everything then."

"Sounds good to me."

* * *

**Avengers Facility, Upstate New York**

**8:00 AM**

There was a certain sophistication to everything Tony created. Everything he made was ahead of the curve, leaving its contemporaries behind and wondering just how he was able to do it yet again. The new Avengers facility in upstate New York was just the latest in a very long list of inventions and innovations to sprout forth from his endless imagination.

Based loosely off of SHIELD's facilities, the new base had everything the team could possibly ask for. It was three stories: the top floor held sleeping quarters - enough for a team of sixteen so far - a large kitchen, living room, dining room, recreation room and an indoor pool.

The second floor was where team activities were to be held. The lion's share of the floor was devoted to mission preparation and deployment. There was a huge screen that took up almost the entire back wall that displayed a world map with several dots of varying colors. The dots represented places were supervillian activity was taking place; the colors represented the severity. White was low level; yellow was medium danger; blue was high; orange was very high; red was extreme; black was the highest level and was reserved for the most powerful of villains, like Molecule Man and Graviton - both of which were sedated and securely detained at the Raft.

There was also a large table where the Avengers would hold meetings and discuss whatever issues arose.

The sub-basement was where training took place. The entire floor was double reinforced with vibranium and adamantium coating. Based off of the X-Men's danger room, the training room utilized hard light technology to almost perfectly mimic real life situations. The training room computer was equipped with over a thousand unique programs of varying difficulties.

The team was in awe with what he was able to come up with in just two short weeks. "You really outdid yourself this time, Tony," Natasha commended.

"Thanks. Only the best for the best team, right?"

Steve clapped him on the shoulder. "Thank you, Tony. I guess this means you're kicking us out of the tower, huh?"

"Well, you guys haven't paid rent in, like, three years."

"I guess this will work just fine."

Clint and Bobbi went around a little while earlier to see which members would like to join their team. Rhodey agreed, as he found out the night before that Pepper and Tony were going to be moving back to Malibu. Monica also agreed, since she was still living and the trip was no big deal for her. Steve also recommended Sam Wilson, aka Falcon for the team for some extra aerial support - okay, Sam begged him to get him on an Avengers team.

They were happy with their roster.

All that was left was the divide the remaining Avengers between two teams. They came up with the following:

_**Avengers**_ – Captain America, Black Widow, Quicksilver, Scarlet Witch, Ms. Marvel, Vision

_**New Avengers**_ – Power Man - Luke and Steve agreed to let him be a part-time member - Iron Fist, Spider-Man, Ant-Man, Wasp

_**West Coast Avengers**_ – Hawkeye, Mockingbird, She-Hulk, War Machine, Spectrum, Falcon

In the end, they ended up with three solid rosters. The WCA would handle all issues west of the Mississippi river. The New Avengers would handle small scale issues, otherwise known as the street level. The Avengers would handle large scale issues. If there was a global threat, only then would the three teams convene to handle it.

Thor swore that he would be there if there was a threat that threatened Earth's safety. Tony gave the same promise.

This was going to be the last time some would see each other, baring an aforementioned global disturbance. They took what little time was left before Steve's address to mingle and converse one last time.

Steve stood on the steps leading from the ground floor to the top floor, surveying the team intermingling with each other for the last time. By his side was his new second in command, a ghost of a smile playing on her lips. "Ready?" she asked him.

He sighed and smiled to himself. "As I'll ever be."

"Then let's get this party started."

He cleared his throat, which gained the attention of those right by the stairs. "Avengers!" The conversations trickled to a halt, leaving an anxious, ready silence. All eyes were glued onto their leader. "Assemble."

_**-END-**_

* * *

_**A/N: **__And that's that. Thanks so much to everyone who read, faved followed and reviewed. It really means a lot when I see that people are really enjoying my work. Until next time, guys._


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